


Rias the Futanari Succubus

by snakebit1995



Category: Highschool DxD
Genre: Breast Growth, Breat Expansion, F/F, F/M, Futanari, Gen, Gender Bender, Sex, Succubus
Language: English
Status: Completed
Published: 2016-01-13
Updated: 2016-09-09
Packaged: 2018-05-13 16:51:26
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 29
Words: 33,778
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/5709874
Author URL: https://archiveofourown.org/users/snakebit1995/pseuds/snakebit1995
Summary: <blockquote class="userstuff">
              <p>When a spell alters Rias into a Futanari she has a need to feed and seed, she works on building her harem for battle and sex. </p><p>Features- Futanari, Lemons, Breast and Butt Expansion and Gender Bender</p>
            </blockquote>





	1. Chapter 1

_Italics indicate thinking_

**The Poll was pretty clear that you guys wanted a DXD story so here we go!**

**Quickly for new readers I write Futanari stories so I hope you like it, also I haven't seen all of DXD so if some people are out of character cut me a small break? I decided to start off the series with something I knew I would like.**

**For story purposes we'll say this starts a little while before the start of the series.**

* * *

**Rias' POV.**

"I don't remember this being in here…" I said skimming over a book.

"What are you reading?" Akeno asked walking over.

"I found this book down in the basement of the club manor." I said "I didn't recognize it so I thought I'd scan it over to make sure it's nothing too bad."

I stopped on one page "Do you recognize this spell?" I asked my friend.

"No I can't say I really do." She blinked "Are you sure this book is serious, maybe it's just a pretend for fun book that got tossed in with the rest by mistake."

"I'm positive it's real." I told her "Look at these symbols I've seen them before but some of the stuff her, look the way these pictures are…what would you say it is?"

"Well…they do look a little like sex positions." Akeno smirked "Maybe this is a naughty book…I like it."

"Calm down." I pushed her head away from me "Get your mind out of the gutter."

I turned the page again and noticed that this time the text was glowing.

"Do you see this?" I asked showing the Queen the book.

"See what, that's a blank page." She commented.

_Why…can I see text?_

"Ummm Rias?" Akeno said with a bit of worry.

I stood up and started concentrating some magic.

"Are you…casting a spell from that book?" she said "I don't think this is a great idea."

"It…feels like I'm supposed to do this." I said as I started reciting a spell.

"I…fine." Akeno shrugged.

I stood up as the magic poured out of me.

"Rias?" Akeno yelled "I'm getting a weird family.

As I reached the end of the spell a massive magic circle appeared on the floor and I was at the center of it.

"HAAAA!" I gasped as I was suddenly bathed in a light.

_What…is this feeling?! It…it…It feels incredible!_

I felt a heat building up in my body, my clothes started to feel unbearably tight and then suddenly ripped off, my already big breasts bounced slightly and they felt a bit heavier, I groaned as my wings suddenly popped up and I was sure I felt them grow larger.

"OHHHHH!" I moaned as I felt a soreness near my crotch.

"HAAH!" I looked down and saw the skin and flesh in that area wiggling and bulging up.

"Ah…ah…AHHH!" I screamed as I saw a large penis erupt out from above my vagina and a pair of testicles dropped down.

Suddenly the light faded and I dropped to the ground.

"Rias!" Akeno ran over to me "Are you alright?"

"I…I…I feel…"

I looked at her as I stood up "I feel so alive!"

"W-What happened to you." She gasped.

My wings were larger and more leathery, my butt had a bit more bounce to it, my breasts had suddenly puffed up to be larger than Akeno and most notably I had a throbbing foot long penis sticking out of my crotch.

"I feel incredible." I moaned before Akeno "So…what do you think?"

"You…wow." She gulped.

"I understand this now." I said picking up the fallen book "This was a sex book, a sex demon's book to be more precise. It's awakened something deep down inside me."

"You…have a penis." She pointed out.

"A fun little addition don't you think." I smirked "I'm a true Futanari Succubus…or since I have a penis perhaps I'm really an Incubus?"

I looked at Akeno, her large breasts, her glorious curves…she would be prefect.

"Rias?" she noticed my peering eyes "Something wrong?"

"I need pleasure to calm myself." I said "You'll help me will you not?"

"Hmph." She scoffed "I had a feeling you'd say that."

She reached forward and gave my balls a squeeze with the iron grip and even tingled her hands a bit with lightning.

"Let's see what the new you can do." She smirked "Take me for a wild ride."

"MHMMH!" I shot forward and pulled her into a rough kiss, shoving my tongue down the devil's throat.

"OHHMMM!" she moaned back as our tongues swirled and our breasts mashed together in what was a beautiful sexual sight.

As the kiss intensified Akeno suddenly broke it and dropped to her knees where she began to stroke my length.

"Ohh that's perfect." I groaned as I reached up to squeeze my supple bosom.

"I can't believe you actually have this." Akeno said moving her hands.

"Don't stop with those lightning charged hands you sexy beast." I said "Once you give me a reason I'm taking you to feed my pleasure drives."

Akeno stopped her hand job and then licked my junk before taking it into her mouth. I let off a grunt of satisfaction as Akeno's glorious mouth sucked my cock. I was pinching my nipples to further pump up my pleasure. As a succubus I needed to feed on pleasure it was a basic instinct but it also caused me to have a high ceiling of need.

"GURGLE GURK!" Akeno bobbed her head as she reached down to unbutton her top and unhook her bra, letting her heavy breasts swing free.

_Look at those delectable melons, I can't wait to suck on those._

I started thrusting my hips slightly and forcing my cock deeper down her throat. My foot long injector was all the way down her throat and I was loving it, Akeno seemed to be struggling to take it all at once but it felt so good I wasn't going to let her spit me out.

"GAGG!" Akeno gasped and gurgled as she struggled to hold my big dick in her throat clearly she was struggling to breath but now I felt a powerful sensation bubbling up in my balls.

"Yes, I feel it!" I moaned "TAKE IT!"

"GUAGGG!" Akeno gagged as I filled her throat and mouth with my first ever load of cum.

A good amount of white spunk spewed out of my penis and covered Akeno in a sheet of cum.

"Mmmm." I licked her cheek to taste myself "You perfect."

"Rias!" she moaned as I licked her all over with my tongue, cleaning the semen off her face before I trailed down and teased her tummy with my tongue and then found my way to her slit where I quickly put my tongue into her.

"HAAA!" she squirmed as I grabbed her milky thighs and shoved my head into her crotch.

My goal was not to give Akeno an orgasm, I just wanted to get her nice, wet and ready to take my cock into her perfect pussy.

"RIAS!" Akeno moaned as she dug her fingers into her big tits "Your tongue is incredible!"

I felt more of her juices leaking out of her hole as my tongue probed her walls and when she was nice and ripe I leaned up and started using my cock to tease her clit.

"Are you ready to feel the best sensation ever?" I asked.

"Please…I want you." She groaned "Fuck me so hard."

"I can't wait to feed on you." I said licking my lips "URRGH!"

I grunted as I slowly pushed into Akeno's tight pussy, I reached out and grabbed one of her beautiful titties. I quickly began rocking my hips, sliding in and out of her, gradually getting more of my cock into her pussy.

"Oh…oh yes!" Akeno moaned "That feels so good!"

"YES!" I groaned "Take my cock you slut, give me your energy!"

I grinded my body against my Queen, I fondled her melons and felt my ass clapping as I drew closer and closer to blowing my load and achieving the desired satisfaction I so desired.

"AKENO!" I yelled as I felt my chest flopping around "I…I'm about to…"

"YESSS!" she moaned as her walls shifted "I'M CUMMING RIAS!"

I felt energy flowing into me as I feed off the desire and sexual power of the lovely Akeno, my body felt perfect and I once again felt that new feeling in my balls.

"GAAAHHH OHHH FUCKKKK!" I screeched as I filled her full of cum.

I pulled out of Akeno and fell back.

"Rias?" she spoke up "Are you alright."

"Phew…I feel a lot calmer now." I panted "Being a succubus though…I could grow used to it."

"I think you will too." She smirked before kissing me again.

_I'll have to learn to curb my desires a bit…but the future looks great._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias moves her Rook on to her feeding board.**

* * *

**Dear New Readers.**

**Hello! I'm Snakebit1995, I write a lot of Futanari stories, I've written stories for.**

**Fairy Tail- Starring Lucy as she forms a wonderful harem of sexy Fairy Babes.**

**One Piece- Starring Nami as she forms her Harem and seeks to become the sexiest and biggest Futanari in the world, she grows bigger each time she has sex with another Futanari.**

**Senran Kagura- Asuka and her fellow ninjas battle for sexual supremacy and grow as both friends and couples.**

**Pokemon- Misty has the power to create Pokegirls and she's dead set on growing her harem of sexy chicks.**

**Monster Musume- When the story starts with the girls living with a Futanari things take a turn for the sexy.**

**Consider checking out my stories, they'll give you an idea for what's to come in this series, lots of sex, breast and butt expansion and Gender Bender.**

* * *

**Till Next Time!**

 


	2. Purrfect Meal- Koneko

_Italics indicate thinking_

* * *

**Rias' POV**

"OH YESS!" Akeno screamed as she rode my dick.

"Thank you Akeno, I was starving!" I moaned as I held her hips.

Over the last few days I had been regularly feeding off Akeno to fill my needs, my cock was constantly aching with need, walking around the school and seeing such cute girls I was just about ready to explode in frustration.

"UGH!" I grunted as I watched Akeno's big breasts bounce and shake around.

"Rias…I can't…keep doing this." She moaned.

"Huh?" I asked as I kept fucking her "Do you not enjoy my treatments?"

"No this is good." She said rolling her hips "I love this but I need a break, your constant feeding off of me is tiring me out."

"You have a point." I grunted "I didn't plan to mention it but with each progressive feeding I'm getting less and less from you, perhaps I should give you time to recharge."

"What are you saying?" Akeno said as she rode me faster and faster, clearly approaching her climax.

"I'm saying it's time for me to spread my wings and find another person to feed off." I moaned "Now…hurry up and give me your all so that I can get out there and find someone!"

"Ha…ha…ha!" Akeno moaned slamming her ass down "Oh…YESSS!"

"UGH!" I groaned as Akeno and I orgasmed and I absorbed some of her energy for my own needs.

I pulled out of her and started to get dressed, after my transformation into a Succubus my breasts had actually grown slightly and were now bigger than Akeno's, they hadn't grown much but just enough to force me into buying a new bra.

"Who are you thinking about recruiting?" Akeno asked as she lounged naked on the bed.

"I have another lovely piece on the board remember." I smirked as I grabbed one of Akeno's breast, making her moan "It'll be interesting to feed on such a…small woman."

* * *

**Later**

"Good…good…" I hummed reading over some papers.

I reached up to fix my glasses.

_I bet I look really sexy in glasses._

I peered up and saw Koneko laying on the couch, she was cute, tight and compact, a lovely little lady.

_Damn…what a cute little ass._

"Mhm." I shook my head to try and shake the thoughts out.

Since I became what I am now I've been struggling to keep my mind out of the gutter, it's almost like there's a darkness inside me that keeps creeping up and trying to get me to dominate and feed on everyone. I find myself losing focus as the mere sight of breasts or a girl with a slightly cute butt, I've also noticed myself staring at the abs and crotches of men more and more.

I'm worried that I might lose myself to this new power because when I get hunger I just…I feel myself slipping away until sex is the only thing on my mind, part of it is exhilarating but other parts worry me, I don't want to become a slave to myself.

I realized my hand had slipped into my skirt and I quickly pulled it out, I was suddenly very hunger, and not stomach hungry, I wanted to eat some pussy.

"Hey." Koneko said sitting on my desk "Something wrong?"

"No I'm fine." I said looking down "Why do you ask."

"I noticed you were licking your lips a lot." She commented "Just thought it was a little strange was all."

Koneko quickly turned to walk away and the breeze from her movement caused her skirt to flip up a bit and I caught a sight on her underwear.

_AWW FUCK YES!_

I practically dove over my desk, pulled my arm way back and…

***SMACK!***

"KYAA!" Koneko gasped as I slapped her ass "What are you doing?!"

"You have such a fine behind." I said pinching her butt again.

"S-Stop it!" she begged.

"I recently had a bit of a sexual awakening." I smirked "I need to feed, you'll help me won't you Koneko, I am you master."

I pushed Koneko against the wall, holding her arms above her head.

"You'll be the perfect little meal." I said caressing her cheek.

"Get off me." She squirmed.

"Not gonna happen you little kitty." I said rubbing her vagina through her soft panties.

"GAH!" she bit her lip to stifle a moan.

"That's the sound." I said moving my fingers faster "More…moan more, it's getting me so hot and bothered."

"SAAAA!" she moaned again "I…can't!"

"You're going to be a great meal." I licked my lips before kissing her softly "Don't worry, I treat all my meals with respect."

"OHHH!" she moaned as I slipped my hands into her panties and then inserted a few fingers inside her and got to work pumping them in and out.

"GAAHHHH!" Koneko's head slammed back into the wall as my fingers stirred up her insides.

"That's the kind of pleasure I'm looking for." I smirked "I can see you breaking down the tough exterior, relax and just let me please you."

Koneko broke down and started moaning more and more as I ripped off her silky undergarments and pumped my fingers into her. I unbuttoned her shirt as I kissed down her neck and sharp collarbones before I came to her tiny breasts where I flicked my tongue over her diamond hard nipples.

"Purr~" Koneko started mewing as I teased her breasts and fingered her aching pussy.

"Yes…more…make more of those sexy noises you little kitty." I whispered as I attacked her mosquito bites.

"Ha…heee… she squirmed more and more.

"Come on…do it." I smirked.

"YAAAAAA!" she screamed as her tongue started hanging out as she moaned loudly and soaked my hand with her juices.

"MMMMM!" I slurred licking my fingers clean "Delicious."

I pushed Koneko onto the nearby couch as I started to take my clothing off. I let my heavy breasts hang down as I slowly crawled on top of her and kissed her slowly.

"R-Rias." Koneko moaned "You're…making me feel so good."

"I know." I whispered "That's the point."

"Please…take me." She blushed.

"It's about time." I smirked as I rubbed my cock against her pussy, gradually pushing into her.

"HAA!" she gasped "So…big!"

I began to roll my hips and thrust in and out of the little Neko. My chest shook as I slowly pleasured my little Rook.

"NYAA!" Koneko moaned gradually getting louder and louder as my penis stretched her insides.

"Yes, get nice and hyper." I said as I felt her hips rising up and down "get all worked up so that you can feed me."

"Please…OOHHH PLEASE!" she moaned.

"Yes…YES!" I groaned as my tits jiggled from the force of my pounding "Take it…hit your breaking point I need this!"

I started moving faster and faster, pounding away at Koneko until I saw the look on her face telling me she was about to break.

"Ha…Ha…HAAAAA!" she screamed as her walls clamped down on my cock.

"That's it!" I moaned as I felt the little catgirls energy flowing into my body, satiating my hunger "OHH YESSS!"

When I was finished savoring the taste of Koneko's sexual energy I started pumping her full of some cum before I pulled out and laid to relax.

"Hmmmm…" Koneko snuggled as she laid on my chest, rubbing her head into my breasts and kissing my large breasts.

"You like those don't you." I smiled rubbing the back of her head "Now Koneko, you'll let me feed off you on the regular right? It'll help keep me calm."

"Sure." She mumbled "If you really need to."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias only has a thing for the ladies, so what's she supposed to so when she's crossed with the choice about her male knight?**

**Till Next Time!**

 


	3. Alterations- FemKiba AKA Yumi

_Italics indicate thinking_

* * *

**Rias' POV**

"Oh…well isn't this interesting." I smirked as I read the book "UGH! Take it easy you two."

"You can take it." Akeno cooed.

"Shut up and just let us suck you off." Koneko grumbled.

I was reading the Book of the Succubus while my two feeders were giving me a nice duo blowjob.

"So what's so interesting?" Akeno asked as Koneko gobbled my cock.

"This spell right here…" I licked my lips "It has a very…interesting effect."

"Care to share with the class?" she asked.

"No…I think keeping it a secret will be more fun." I chuckled as I felt a knot in my stomach and knew I was getting closer to cumming.

I let the two of them suck on me for a little bit longer till I felt my balls tingling more and more.

"Get ready." I said standing up and stroking "Here it comes!"

I pushed my hips forwards a bit, my balls churning with need "OHHHH!"

I groaned loudly as I started shooting off ropes of white slime, getting it all over my two friends faces. The two started licking my cum off each other and I went back to my book.

_This is…going to be interesting._

* * *

**Later**

I snapped my book closed having just memorized the new spell, I was a little nervous about trying out but my inner succubus was begging me to try. According to my understanding of the book this spell was used to turn men into women, how could I pass up the chance to try out something like that, and I had the perfect Guinee pig, my Knight, Kiba.

As a succubus I find both Men and Women attractive but I'd much rather be the one in charge of the coupling then be the one forced to submit and take it.

I felt a stirring in my crotch when I imagined Kiba as a sexy girl, I was done holding back, time to test this new magic out.

"Kiba?" I spoke up.

"Yes?" he turned around to face me and I zapped him with some magic.

"Whoops." I smirked "Hope you don't mind but I used you for a quick test okay?"

Kiba moaned a bit as I got to watch his body go through a transformation, his hair got long till it was to his lower back, his butt rounded up and became big and round, his chest started rise as two soft and round breasts formed and my succubus sense let me know he was now a she.

"W-What?" she reached up and touched her now long hair and brushed her hands over her bust.

"You look just perfect." I said quickly kissing her.

"W-."

"No talking." I put my finger on her lips "Before you say a word in complaint let me show you how great this body will be."

I pulled Kiba…no that name won't fit now…Yumi was a much sexier name. I ran my hands down her now wide hips as I kissed her and pushed her close to me where I felt her bosom press with mine, I reached up and ripped the shirt open so I could see those creamy new breasts, they weren't large by any means, maybe…small D-cups if I had to estimate but they were cute enough for me.

"See this body will have so many more wonderful sensations, like this!" I said grabbing her nipples and pulling them.

"AHHHA!" she let out a high pitched screech.

"And this." I shoved my hand down her pants and flicked her clit.

"HAAA!" she moaned again.

"I'm the male around here." I said whipping out my cock "Don't worry I'll enjoy feeding off of you so very much."

I pushed Yumi to her knees where I forced my dick into her mouth, I'd prefer my meals to be more willing but having one struggle made me excited, the thrill of the hunt perhaps. I grabbed Yumi's head and forced her to bob back and forward, stimulating me, spit was dribbling out and I felt my cock getting coated right away, I needed to convince the newly christened female that she wanted this body, she needed to develop a taste for me and the best way to do that was pleasure her and let her know I wanted to let her pleasure me.

The blonde was gurgling and those sweet sounds made me so horny, I knew I was going to love the feeding I got from her.

"Yes, you had a handsome face as a man but you have such a beautiful feminine one." I said looking at her soft eyes "I can see it in your eyes…you're starting to like it."

She didn't look back at me and I knew she was embarrassed that she was having to admit that I'd broke her. I took my hands off her head and stopped forcing her, but the BJ kept going, Yumi was bobbing her head and I moaned.

"That's a good girl." I smiled "a good girl knows who her master is and that she's meant to please the master, you'll keep pleasing me won't you Yumi, that's your new name by the way."

_Gosh I feel so manipulative…I kinda like it._

The blonde kept sucking as I teased her and filled her mind with the role I wanted her to play, a submissive girl who would let me feed on her, and in return I would give her pleasure with that lovely new body.

I groaned "Are you ready for your first taste of my cum?"

"GUMMM!" she moaned as she bobbed her head.

I pulled out of her mouth and had her lay back "We should try out those pretty breasts of yours."

I placed my dick into her cleavage.

"Squeeze around it." I commanded.

"Yes." She nodded and sis as she was told.

_What a submissive girl…I didn't expect the spell to change him like that too…not that I should complain._

I rocked my body, sliding my dick into the valley of cleavage, the warmth and softness of the breasts made me cry out in pleasure, I couldn't wait to cum, the blowjob had gotten me started and now it was time for the finale.

"Hmmm…yes…OHHH!" I gasped as I surprised myself and started cumming, covering Yumi's pale bosom in cum.

"It's…warm." was her response.

I lifted one of her legs and placed it on my shoulder before I slammed into her virgin hole.

"HAAAAA!" she gasped "It's…inside!"

"GAAAA!" I groaned "I've never…so tight."

I almost worried that I was gonna lose my dick inside this unbearably tight pussy, even if it didn't rip me apart the tightness made just a few thrusts so much pleasurable.

"UGH!" I groaned as I bucked my hips faster and faster "This one…is going to taste so good."

I growled and moaned as I rocked my body, Yumi's breasts wobbled and shook turning me on even more, I was suddenly dying to feed off her, the look on her face, the sight of her tits, the feeling of my own body jiggling in its softer area's I just couldn't take it.

"Would you just…cum dammit!" I grunted.

"I'm…sorry." She panted "I'm so…close!"

I started thrusting at a demon like pace, I could feel her walls churning, I was about to get to the greatest part.

"Ha…HAAAAAA!" the girl moaned as her eyes rolled back in a body shaking orgasm.

"FUCKKKKK!" I groaned as I felt her sexual energy feeding my needs while I released all my pent up frustrations into her rookie pussy.

"Ohh that was delicious." I moaned "We'll deal with your need for a new wardrobe and such later."

I looked back at the knight "You…Akeno…Koneko, you're all so delicious."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias finds a new piece and decides to try that spell one more time.**

**(Don't Worry after next chapter that'll be the last Gender Bender for a while.)**

**Till Next Time!**

 


	4. Pawn- Fem Issei AKA Iris

_Italics indicate thinking_

* * *

**Rias' POV**

I introduced Akeno and Koneko to the new and improved Kiba, aka Yumi. Akeno loved the girl, enjoyed teasing her about her body, Koneko looked like she could care less.

"Hmm?" I blinked "Is someone…"

"Something wrong Rias?" Akeno asked.

"I'm going out for a bit." I said walking out the door.

_Am I being summoned?_

I transported myself to the location of the disturbance.

"Oh dear."

In the middle of the street was a boy, and he was bleeding out. I don't know why, but I felt bad for him, something about him was calling me. I couldn't…just leave him there.

"Relax." I told him "I won't let you die."

_I better not end up regretting this._

* * *

**Later**

I saved that guys life and had him shipped back home, one thing did bother me, who killed him…and why. I decided until I could reveal everything I should keep an eye on that boy, I had Akeno find his name, Issei, she also told me that he was a grade under the two of us.

As the school day went along I saw him in a window, I think he noticed me but I didn't make it super clear I caught him. Akeno had mentioned he got detention a few times for peeking of girls, seems he's a pervert.

_This sensation…_

I licked my lips.

_Feeding off him will be delicious, a pervert like that is probably overflowing with sexual energy. If I can use the spell I used on Kiba on him…I can only imagine._

After school I had a feeling that I should follow that Issei boy, good think I did because he got attacked again on the way home.

_He must have some shit luck._

I shot a fireball off to stop him from dying again.

"Do you mind leaving him alone?" I asked.

"So you're with the Gremorys?"

"It's a pleasure to meet you Mister Fallen Angel, I'm Rias Gremory." I stared him down "I won't let you walk if you do that again."

"You should keep a better eye on your underlings, if someone like me is out for a walk a…misunderstanding could happen."

"Thanks for the advice." I scoffed "This is my city, don't interfere again."

The Angel flew off and I grabbed the boy "after all that I'm hungry, let's get you home so I can take care of that wound and then I can take care of myself."

* * *

**Later**

I was pretty surprise, by the time I was done making sure Issei didn't bleed out I was exhausted, I had planned to feed on him but I was just beat, lucky for me this weirdo is such a pervert that he literally leaks sexual energy that I can suck in without actually having to lie with him. Still I had big plans for the pervert, when he woke up next to my naked body he freaked a bit but I told him the truth and told him I'd send someone to get him after school, guy's a sucker for chicks so I sent Yumi to bring him to me.

When she arrived with him I told him everything he needed to know about us, the fact that he was my subordinate devil and other housekeeping things.

"And one final thing, I'm a succubus so I feed off sexual energy so I…" I zapped him with a spell "I'm gonna need you to become a girl for me okay."

_Issei…Isabelle…no that doesn't fit…what's a cute girly name…Iris is nice…okay, let's go with Iris._

Issei started to turn into a sexy girl, this was the first time Akeno and Koneko had seen a man change into a woman up close so they were watching intently. He grew long unkempt brown hair down to his butt, speaking of his butt it was growing bigger, wider and rounder. I saw his chest puffing up as breasts started to form, I actually had to duck as his ballooning bust got so big a few buttons shot off his shirt.

"My he…I mean she looks stunning." Akeno commented.

Iris had an incredible body, such wide curves, large breasts on par with mine and Akeno's, a nice round butt and long sexy hair framing her cute face.

"I'm a girl?!" she said confused.

She ripped her shirt open, causing her tits to spill free "Holy Crap I've got huge tits!"

I gave my other underlings the signal to get out and leave me be. They left as Iris just stood there shaking her own tits and rubbing her big ass.

"I'm going to be calling you Iris now." I said "and as you master you will let me feed off you."

"Huh?"

I pushed the girl down, her tits shaking around as she hit the floor.

"Sex." I said sternly "I'm going to fuck you, and feed on your energy. I bet you'll like it anyway."

I leaned down, quickly popping one of those fat tits into my mouth. Iris moaned as I ravaged her breast.

_If he likes girl so much I bet he'll like being one himself._

I reached down and unbuttoned my own top before I leaned down causing our breasts to squish together.

"You like that don't you, the feeling of our big soft tits pressing together." I said teasing the girl as I ran my hand on her hips.

"So…squishy." She panted.

"That's it." I said kissing her cheek "I'm going to make you feel so good."

As I kissed her neck I slipped my fingers into her pants and started rubbing her clit, I could hear her moaning as I did so, squirming and squishing our tits together. I felt the new girl's hand exploring my rump as our kiss intensified.

_I can feel it…this feeding will be wonderful._

I skipped the foreplay and was already rubbing my dick on her hole "Get ready because I'm not gonna hold back."

I grunted and slammed right into that sweet pussy. Iris moaned as I began rocking my hips and slipping deeper into her pussy.

"Oh yes." I moaned as I leaned back a bit, my breasts bouncing as I connected with her "You're perfect."

"This is…insane!" she moaned as her tits wobbled and slapping into her face "I love it!"

"I'm glad you like it." I smirked as I felt my ass clapping, my tits shaking, my balls swaying.

I kept fucking her, we were starting her new life as female devil and I was going to love it.

"Please…" she moaned pushing her breasts together "I can't take this much more!"

"That's it…get nice and sexy." I smirked "I'm about to pump you full of cum!"

I saw my victims face blushing and felt her insides twisting, she was so close to cumming I wanted it, I was starving for her.

"Ha...ha…HAAAA!" Iris screamed as her back arched and she had a powerful climax.

"MMMMMM!" I groaned as I felt her energy pump into me, satiating my hunger "OHHHH!"

I released inside of Iris, filling her with her first ever load of spunk. As I laid back to relax I saw Iris looking at her body again, rubbing her breasts, slapping her butt.

I laughed.

_Once a pervert always a pervert I suppose, at least it'll be focused on her own body and not others._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias takes revenge for her underling.**

**Till Next Time!**

 


	5. Revenge- Raynare

_Italics indicate thinking_

* * *

**Rias' POV**

"UGH!" Iris groaned "Come on!"

"Having a problem." I smirked.

"This stupid bra." She said "I can't get it on."

Iris was attempting to get dressed for school for the first time as a girl. Since I needed to go and alter a few memories to make sure people thought he was a girl all along, another great spell from the Book of the Succubus, I decided to follow her home and then feed on her that night and make sure she could get dressed in the morning.

"Really." I smirked "a pervert like you can barely work a bra…that's hysterical."

I got up and walked behind her "Like this…"

I reached down and started to adjust her large breasts in her bra before I moved her arms back so she could clip it.

"See, easy." I whispered "Now get dressed or we'll be late."

I watched Iris slip some sexy panties over her ass before she got dressed in her uniform. The uniform looked good on her, it was tight on her tits and the skirt was short enough to show off lots of her creamy thighs.

"Looks good on you." I smirked standing next to her in my matching uniform.

I had her tie her hair like Akeno before we left for school, on the way there I reminded her not to grope herself in class or let people know the truth about her.

"Remember cross your legs when you sit and don't get anything on the uniform it's a bitch to clean." I told her.

"Right." She nodded with such force her tits wobbled a bit.

* * *

**A few days Later**

"My this is a interesting situation." I sighed looking down before me.

I gave the girl a kick, I had managed to track down the woman who had killed Iris when she was still a man, the fallen angel Raynare. In her true form she was quite the looker, nice face, a couple of big tits, pretty perfect for a succubus like me. We had ended up finding her after Iris requested our help saving a girl she had just met, turned out Raynare was trying to kill her too.

"Devil bitch." She hissed.

"Don't call me that." I smirked moving my foot so that I was stepping on those big tits of hers "I much prefer you call me Mistress or even her Highness."

"Fuck you." She spat.

"No sweetie." I said using magic to make my clothes vanish "I'll be the one fucking you."

Her eyes fell to my penis "What the…hell are you?"

"A beauty of the night." I smirked as I stroked myself to her unmoving form "A Succubus."

_She's out of power, no worries I can savor this one for a bit._

As I stroked myself faster as I used magic to make Raynare's skimpy outfit vanish.

"You know for an angel you wear such immoral clothing." I laughed "And what an immoral body."

I reached out to grab her tits "Nice and soft…oh I'm gonna love fucking you."

"Get…off me!" she tried to roll over but I got on top of her and pinned her down, my cock was just inches from her mouth.

"Start sucking." I commanded grabbing her tits again.

I felt my balls sagging against her tits as she leaned forward and started to suck on my cock. I let out a small groan of pleasure to signify my arousal. Raynare bobbed her head slowly, gradually picking up speed and making me moan more.

"Oh yeah that's good." I growled rubbing my tits as I grinded my cock down her throat.

She gagged and slurred as I pleasured myself with her mouth. I could feel her tits pressing against my cushy butt, my cock was twitching a bit and I let off more groans.

"You better keep sucking." I commanded "I'm gonna fill you with cum you angelic slut."

"Do all devils have such dirty mouths." She spat.

"Succubus do." I smirked putting my cock back in her mouth.

I squeezed my tits roughly and felt my balls twist and start to pump.

"OHHHH!" I moaned shooting ropes of cum into Raynare's face, some of it going right into her eye.

"Dammit!" she snapped as it got all over her face.

Not wanting to wait I quickly flipped her onto all fours and slipped my cock into her pussy.

"OHHHAAA!" she screamed "Stop!"

"It's so warm!" I moaned as I began to plow her.

My demon cock slid in and out of her angel pussy, the force of my thrusts caused my tits to wobble and shake, I loved the feeling of my bouncing chest, my balls were swinging low between Raynare's supple legs.

"GAH!" I groaned at her tightness.

I reached out and grabbed her bouncing butt to stabilize my body. I could hear Raynare's tits slapping around from the force of my fucking, she was squirming and trying to get out of my grip but I was holding her close while I stole energy from her body.

"S-Stop I'm going to…NOOOOO!" Raynare screamed as she climaxed.

I reached out and pulled her hair while I kept fucking her. While I stimulated myself I took the chance to feed off her last orgasm.

This was the first time I had tasted the sexual energy of an Angel and it was almost addictive, I recognized some of the taste from Akeno but this was a purer form, less muddled, Akeno isn't pure blooded couple that with the fact that I made her a devil the angel taste of her energy is almost gone but…Raynare is delectable.

"MMMM!" I moaned from the ecstasy "I think I'm going to cum…have you ever had cum inside you Raynare…I bet you'll love it."

I grunted and slammed into her a few time before I felt her orgasm a second time and I lost control of my testicles

"OHHHHH!" I screamed pumping her full of cum.

Raynare moaned in ecstasy as I pulled my cock out of her pussy with a nice popping sound.

"Rias there was a problem." Akeno said floating over to me as I started to get dressed "This girl's dying."

"Well if that's how it has to be…" I smirked "Let me get to work right away."

"What about her?" Akeno asked looking at Raynare.

"Well I'm full…" I said buttoning my shirt "We can't have aggressive ones like her around causing havoc…kill her."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- During a feeding with her newest Piece Rias learns more about her Succubus powers.**

**I'm moving back to College so no chapters for a bit.**

**Till Next Time!**


	6. Priestess- Asia

_Italics indicate thinking_

**I have heard you cries for Raynare, don't worry your lovely Author has taken note and will adjust his path accordingly, just give me a few chapters to do some stuff.**

* * *

**Rias' POV**

"The girl will be fine." I said looking at her.

The girl they asked me to save, I needed a bishop and she was cute enough to serve me needs when she woke back up. Her name was Asia, she was slender, aside from Koneko she had the smallest breasts of our little group, but my favorite trait of hers was her long golden hair.

I told the others to leave me be with her, she kinda panicked when I resurrected her. I figured if it was just the two of us calming her down would be easier, plus I was hoping to welcome her to my group with a bit of a feeding.

_She just looks so delectable. Good thing I sent the others away…I hope Akeno has fun with that little pet project of hers…_

"Hmmm…" I licked my lips and leaned closer to her unconscious body.

My lips were right next to her.

"Ummm…Excuse me, what are you doing?" she said opening her eyes.

"GAH!" I fell back "Sorry I wasn't expecting you to wake up so suddenly, I was just making sure you were still breathing."

_Yeah that works._

I took the chance to once again explain to Asia that she was now a devil and for all purposes she worked for me.

"Oh…well I guess this is how it is…" she frowned.

"Also if we're going to be open with each other I feel I should tell you the truth about me." I said standing up.

"Huh?"

I stripped myself down and stood naked before her.

"I thought you should see me for all I am." I smiled seductively.

"You have…a penis!" she said covering her eyes.

"Look at me." I said trying to move her hands "A good church girl like you doesn't want to be dirtied…but for a succubus like me there is nothing more delicious than the taste of a holy virgin like you."

I pulled her hands off her eyes and placed one on my breast and one on my dick.

"AHH!" she tried to pull away but I held her hands where I wanted them.

"Do you feel the heat of my body." I whisper "I'm starving…I want all of you Asia…"

I suddenly kissed her cheek "I'll be taking you now."

"HMMM!" she let out a groan like scream as I planted my lips over hers and pushed her down, my larger body asserting its dominance.

_I can feel her grip lightening…I'm getting close, she's cracking, I just have to make her break all the way._

I reached up and started to caress Asia's body, I broke the kiss and started to suck on her neck and tease other areas of her body all while whispering suggestive ideas, telling her to please me, telling her that her new best friend Iris loves it when I do these things to her.

And then I felt it…

Her hands started to move, slowly at first, the one gently squeezed my breasts and the other was gradually making a pumping motion and stroking me cock.

_I've got her._

"Fufufu." I snickered as I felt the pleasure of Asia "That's it, take it nice and easy get familiar with my body, all my curves, my hard cock…"

"Rias…" Asia blushed as she leaned forward, rubbing her face into my breasts.

"You like my big breasts don't you." I smirked "HOO!"

I let out a brief gasp as Asia leaned forward and started sucking on my nipple. She looked so cute suckling on my tit as she gave me a hand job. I was shivering, I couldn't wait to feed off her, something was pushing me to feed as soon as possible, it wasn't just anticipation, something deeper was calling for me to feed off of Asia.

"You're so beautiful." Asia told me as she rubbed her head into my chest.

"You're beautiful too." I smiled.

_Not as beautiful as me but still beautiful…_

"UGH!" I groaned as I felt a tingle in my nether regions.

I pushed Asia back "I'm going to cum from you hand job…watch it, I want you to see me cum!"

Asia looked down, her hand was still moving quickly. The room was filled with the sounds of my moans and the fapping from Asia's hand.

"Oh…oh….OHHHHH!" I moaned as I started cumming, covering Asia's hand with my spunk.

"It's…so sticky." Asia said looking at her hand.

"Here." I grabbed her wrist softly and moved it towards her mouth "Taste me…"

I leaned forward and kissed one of her fingers, licking my cum off. Asia was apprehensive but when I started to kiss her middle finger she did the same. The two of us licked and sucked on her fingers, savoring the flavor of my cum.

"Now then." I laid on top of her and caressed her cheek "Let me make you mine."

"Haa…" she moaned softly as I kissed her neck "Please…do it, before I change my mind."

"Of course." I said slowly entering her, I only got a little bit in before I hit a wall "This is going to hurt a bit…don't panic the pain will be gone and replaced with pleasure before you know it."

"I…trust you." She blushed with a smiled.

"UGH!" I grunted and quickly tore through her hymen, taking her virginity for myself.

"AHHHHH!" Asia screamed as I entered her.

"It's okay." I said licking her tears away "Take your time to adjust…I know I'm a lot to handle for your first time."

It took a few minutes but I heard Asia stop whimpering and smile "Okay…I'm ready."

"This is going to feel wonderful, I want you to savor it and last as long as you can, when you do climax I'll be able to feed off your energy, it won't hurt if anything it'll be more pleasurable." I smiled as I slowly began to roll my hips and slid into my newest piece.

Asia wrapped her arms around my back and hugged me close to her body as I sexed her. I could feel my large bust smashing against hers, my cock was sinking deeper into her.

"It feels…so good!" Asia moaned "I've never felt this good before!"

"See you were missing out." I smirked as I felt my balls slapping into her.

I felt her insides growing warmer and it was getting harder to thrust into Asia. Her face was scrunching up as she panted and moaned more and more.

"I'm sorry." Asia gasped "my body…I can't take this…"

"It's okay, just relax and let it out." I smiled.

_This is going to taste so delicious!_

"Ha…Ha….I feel…OHHHAAAA HHHAAAAA!" Asia screamed as she orgasmed for the first time in her life.

"OHHH!" I moaned as I started to take in her energy.

_This is the best…I've never tasted anything this good…I feel…so…_

"OHHH!" I pulled out of Asia "What is this?!"

"Rias?!"

The energy from Asia was doing something to me. It was then that I remember a page from the book, sometimes when a Succubus takes in enough energy they can ascend and become even stronger.

I felt my body being overwhelmed by Asia's energy, I looked down, saw my body and smiled. My breasts were getting heavier and when I looked over my shoulder I saw my butt was going bigger as well, I even felt a twinge in my crotch as I saw my cock get longer and my balls dropped more due to their expanding weight.

"WOW!" I moaned as the changes stopped "That was incredible."

"You're body…" Asia said looking at me, her legs still sticky from her orgasm.

"Thanks to you I've gotten even sexier." I smirked cupping my breast.

My body wasn't much bigger, a couple cup sizes in the chest, a few inches on the waist and ass, some nice girth on my cock…I've always looked attractive but now I looked even better.

"Now then." I said crawling back on top of Asia "Where were we?"

I laid down, my bigger breasts smashing against Asia. I wasted no time kissing her and sidling back into her, she was even tighter now due to my grown cock. Asia moaned at my size but this time I was less gentle after that ascension I needed to cum.

"UGH! RAH!" I grunted "OHHHH!"

"HAAAAA!" Asia screeched as I came inside of her.

I pulled out of Asia, my big tits settling on my chest.

"That was incredible." I said "Did you like it?"

Asia leaned into me, her head in my cleavage "I think…I could end up liking it here."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias ends up starving during class, good think she has plenty of admirers around.**

**Till Next Time**

 


	7. Classmate- Aika

_Italics indicate thinking_

**OH! I forgot to mention that for the purposes of this story Rias only used 1 Pawn for Issei/Iris. Don't care if that screws with canon just adjust the story beats accordingly.**

* * *

**Rias' POV**

"Hmmm…" I tapped my foot in my seat.

I wiggled in my seat to adjust my body, since I had grown little over a week ago I was still adjusting to my larger size. For example I found myself having to adjust my chest so that it didn't take up half my desk in class. As usual though people always stared at me as a I walked, not that I minded being admired is the dream of a sexy succubus like me.

The biggest problem was my lack of ability to focus on tasks, I always felt distracted by my sexual hunger after too long, for example right now I've totally drowned out the teacher and I'm looking around the room jittery for someone I could feed from, I look like a crack whore trying to score.

Normally I'd wait till after school and just feed on one of my peerage but I overslept and didn't get to feed before school so now I'm about two damn seconds away from grabbing a girl in this classroom, throwing her against the wall and fucking her brains out.

I took a deep breath "Calm down Rias…think this through calmly."

I managed to suppress my desire and look around the room. I needed to pick a target to get after this class during lunch. I looked over towards the window and saw a girl staring at me.

_Has she noticed…_

I recognized her from having seen her walking at talking with Asia. I remember Asia running back to the club room a few days ago, cheerful and happy telling me all about how she had made a friend, a girl called Aika.

_What's a first year doing here? Advanced class or something?_

I saw the girl noticed me noticing her noticing me and turned to look out the window.I took the chance to lick my lips.

_She'll be perfect…perfect for a meal and perfect to practice_ _**that** _ _on._

I suffered through my hunger for another half hour before the teacher dismissed us. People were quick to stream out of the room, some stopping to admire me or give a hello. I kept up my beloved appearance and acknowledge them as I made my way over to the girl by the window.

"Hello." I smiled down at her.

Now that I got an up-close look at her I debated if I had perhaps been mistaken in my desire for her, she was thin, wore glasses, but they didn't make her look sexy like my glasses made me, she was barely a C-cup, her hair was a mess and her complexion wasn't something to write home about.

"Are you…talking to me?" she asked.

"Yes." I smiled seductively.

"Rias Gremory is talking to me." The girl said under her breath "This is serious stuff…don't fuck this up Aika."

She took a deep breath and looked up at me "Hello Ma'am I'm Aika Kiryuu."

Her eyes had darted right to my chest "Fufufu…calm down."

"I'm sorry." She blushed and shook her head "It's just someone as important in the school like you is wasting time on a first year like me."

When I looked over my shoulder I saw the teacher had left the room so I used a flick of magic to lock the door and make sure it only opened for me.

_I've got a little over an hour to "eat"_

"So Aika." I smiled as I reached down to brush her cheek.

"Senpai…" she blushed at my touch.

"Would you like to be beautiful?" I whispered.

"Huh?" she blinked "What do you mean?"

I leaned down and kissed her cheek "I'll make you beautiful, irresistibly beautiful and in exchange…you'll be mine, forever."

I grabbed her hand and placed in up my skirt, she gasped before her fingers moved and touched my cock.

"I'm special Aika." I whispered "Let me make you special too, you said it yourself you just some loser first year, but I can make your so much more."

She was panting and smiled at me "Please…do it."

Excellent choice." I said stepping away and closing the blinds "Come stand at the front of the room."

Aika did as she was told and waited for me to come stand across from her.

"Before we begin I'm going to tell you something." I said getting serious "Nothing I say leaves this room understand."

"Mhm." She nodded her head yes.

"Good." I spread my wings wide "I am a devil…a succubus to be exact."

"W-What…" Aika said.

"Don't think about it." I said collecting magic in my hand "I'm going to make you beautiful remember."

I zapped her with a spell.

"AHHH!" Aika gasped.

"Let's start you makeover, first let's clean up that rat's nest you call hair." I smiled.

I used some beautification magic I learned from the book to make Aika's messy bed head into soft brown curls.

"Next let's clear up the skin." I said working like an artist on a canvas.

"HAAA!" Aika hissed as the pimples and other blemishes on her skin clear away and she had wonderfully smooth alabaster skin.

"Your body is cute but I can't help but feel you'd look even cuter with some extra weight up top." I snapped my fingers and got to work.

"OHHH!" Aika started to moan as her chest rose my "What the-HAAA!"

A button flew off and she reached up and ripped her top open, giving her sight of her ballooning breasts which were overflowing her bra cups from the top and bottom.

"OHH…OHH…OHHHHH!" she screamed as her bra snapped off and her breasts bounced free.

I had only made her a little bigger, not as large as Akeno and Iris but closer to Yumi in size.

"You're done." I smiled.

"Whoa…" Aika said looking at her reflection in the mirror "But…what will people say when they see me things like this don't happen over lunch break."

"Leave that to me." I smirked "But first…"

I pushed her back against the teachers desk "It's time for my payment."

Aika reached up and adjusted her glasses "take what you need."

I reached up and gave her tits a squeeze, making her moan.

"Damn they're sensitive." She groaned as I played with the hard pert nipples.

"I made them that may." I smirked as I unbuttoned my top and pressed my tits into hers.

I reached out to start kissing Aika, I was happy that she kissed back so willingly, I felt her reach up and grab my heavy breasts.

"Yours are so big." She moaned as I made out with her.

"Fitting for a woman of my stature no?" I smirked.

"Very much." She groaned in pleasure as I reached my hand up her skirt and rubbed her clit through her panties.

I slipped my fingers into her panties, and started fingering Aika, she laid back on the desk, grabbing her breasts and moaning as I pleased her. I licked my lips at the sight of the girl on her back with my fingers inside of her.

_She'll be delicious._

"Do you like this?" I said pumping my fingers in and out of Aika "Moan for me."

"Please!" she slammed her head back "Don't stop! HAAA!"

I struck her g-spot and felt her release her juices all over my hand, I seductively licked it clean before I jumped up on the desk, straddling Aika's waist. Without a word I got my cock out and impaled her.

"HAAAOOOO!" Aika screamed "INCREDIBLE!"

"Damn." I grunted as I rolled my hips "You're tighter than I expected."

As I rocked my body I felt my own tits shaking about and saw Aika's new melons slapping around.

"God that feels good!" Aika screamed as her breasts hit her face.

"Shut up!" I hissed as I fucked her "Never say that in front of me, you can moan and scream all you like but don't use the G-word."

"Oh…yes Ma'am." She panted.

"Good girl, now cum for me so I can feed this nagging hunger." I smirked.

"Yes!" she moaned as she moved her body with mine "Please, fuck me!"

I felt my heavy balls slap around as Aika grew tighter and tighter. I knew she was about to climax and I wasn't very far behind.

"I…I…I'M CUMMING!" Aika screamed.

"YES!" I moaned as I accepted her energy into my and orgasmed inside of her pussy.

I pulled out of Aika and took a deep breath "Delicious."

"That was…Wow." She slurred coming down off the high of her climax.

I sat back in the teachers chair stroking myself to Aika laying out on the desk.

"Aika…" I stood up and walked over to her "A question."

"Hmmm?" she rolled her head and looked at me.

"How would you, like to be like me." I said.

"Like you?" she asked.

I made my hand grown red "Become mine forever remember…that was the deal."

"HAAAA!" Aika moaned as I zapped her.

She screamed as her eyes went blank and her back arched "OHHAAA!"

Magic poured out around her and two devil wings appeared.

"Welcome… **Aika, my newest pawn**.'

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions orr concerns.**

**Suggest who you want to see in the future.**

**Next Time- Akeno's little side project is revealed.**

**Till Next Time!**

 


	8. Vengance- Iris and Raynare

_Italics indicate thinking_

* * *

**Rias' POV**

"Wow Aika you look gorgeous." Asia said looking at her newly christened Devil friend.

"Of course I do, it was a gift from Rias." She smiled at me.

"Rias…" Akeno tapped my on the shoulder "That thing we talked about is all set."

"Thank you." I smiled "Iris!"

"Yes!" the girl stopped poking Aika's chest and stood up quickly, her own chest jiggling a bit.

"Come on I have something to show you."

I had her follow me to the lower basement, I heard her dress shoes click with each step.

"What did you need to talk about?" the brunette asked.

"I actually wanted to show you something." I said opening a door "Look at this."

"What the…?" Iris looked in the dark room.

"Uhh…" a voice groaned.

The center of the room Raynare was naked and chained the ceiling.

"Please." She begged with a red face "Just let me cum!"

She started thrashing a bit "It's unbearable please I'm gonna explode!"

"What happened to her?" Iris asked.

"I was going to have her eliminated but Akeno had a much better idea, I casted a spell on her that makes it impossible to orgasm and gave her to Akeno to let her mess around with. Akeno has been…training her for the last week." I explained.

Raynare was huffing to breath, her eyes had glazed over and her chest was heaving.

"Please…just let me cum." She begged "This is torture."

"I thought this would be a nice gift." I told Iris "I figured you'd want a little revenge, she did try to kill you and all. So basically she's yours to do what you want to…I want you to break here."

I sat in a chair and smirked "Don't mind me I'm only going to watch."

Iris looked at the fallen angel before she began to undress, taking her skirt down over her plump butt, unbuttoning her tight top and letting those sweet tits of hers free. Once she unhooked her bra and let it slid off she swayed over to Raynare.

"Please…help me." The angle begged "I'll do anything for you."

"Anything…?" Iris seemed to be thinking it over with a smirk "I've got lots of ideas."

Iris reached forward and started to squeeze Raynare's big bosom, making the girl thrash and moan, my spell wasn't going anywhere though so she wasn't going to cum anytime soon. Iris unshackled Raynare and started hugging and kissing the woman, their large breasts squeezing together in a beautiful embrace. I enjoyed the little show, feeling a hair on forming in my skirt.

"I should really thank you." Iris told her lover "If it wasn't for you I never would have met Rias, never become Iris, I never would have awakened like this…maybe I like looking at girls so much because deep down I wanted to be one myself."

Iris pushed Raynare to the ground and stood over her "Now look at me, I've got such nice big tits, hell I'm bigger than you Raynare, I've got such a cute ass and wet pussy…I feel great. I guess I should repay you for showing me such a wonderful life."

Iris suddenly sat on Raynare's face, her pussy placed right over the angel's mouth. Raynare was in such a hormone induced haze that she went right to licking at her dominator's pussy.

"Oh yeah…you tongue is so good!" Iris moaned.

"MHMHMH!" Raynare moaned as she ate the girl out.

_That's it you two, become one…break her Iris and make her yours. I was a fool for thinking killing was the answer, it's so much more fun this way._

"Oh yeah that's it!" Iris moaned bouncing one of her breasts around and rubbing her clit as her slave devoured her pussy "I'm…I'm…OH YESSSS!"

I saw her cum all over Raynare's face, the angel eagerly licked up every drop of her lover's girl juice.

"You've been a good girl." Iris said spreading Raynare's legs "I suppose I should reward you just a bit."

"Don't…it'll just become harder for me." Raynare moaned.

"I suppose you've been toughly whipped." I smiled watching the Pawn play with the Angel "If you swear to pledge yourself to Iris forever I might be kind enough to release my lock on you."

"Please…I swear I'll do anything she says." Raynare begged as her clit was tickled.

"Good enough." I smiled snapping my fingers.

It only took a second and then Raynare's whole body spasmed and her eyes rolled back in her head.

"OHHHHHH FUCKKKKKKK!" she screamed as her juices sprayed like a fountain "YESSSS I'M CUMMING SO MUCHHHH!"

Raynare orgasmed for close to five minutes after which she passed out for ecstasy.

"That went better than expected." I said as Iris continued to play with the unconscious angel's bosom "I'll leave you to get more acquainted with your new pet."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias gets a visit from her relative.**

**NOTE: This story will now update every Monday.**

**Till Next Time!**

 


	9. Relative Distress- Grayfia

_Italics indicate thinking_

* * *

**Rias' POV**

"I've told you, that's not going to happen." I glared at my Sister-In-Law.

"I don't believe you quite have a choice in the matter Rias." Grayfia responded.

"No I do." I smiled "I'm done being pushed around, my eyes have opened, I'm my own woman."

"I know what you've been doing." Grayfia said "The Personality change, The noticeable growth of your chest, the sudden rise in the number of your Evil Pieces…I hope you have not broken-."

"It's in tact." I glared out the corner of my eye "But Riser will never get it, not without a fight at least."

My Sister-In-Law Grayfia has come to ensure I'm still fit for that arranged marriage to Riser Phoenix. I've told them the man disgusts me, even more so now that the deeper more freeing parts of my personality have bubbled to the surface.

"You mentioned…you know about what I am now?" I asked.

"Yes, all the puzzle pieces fit. You're not very subtle about it, you're playing a dangerous game" She said.

"Relax I turned two guys into a girls and gave one ugly duckling a makeover, if anything I helped.

"You're Succubus." Grayfia scolded "A danger."

"Good…" I licked my lips.

I suddenly slammed her into the wall "Then you'll understand that I'm just dying to feed off you right now."

I forced magic into her body to stop her movements.

"You're magic…countered me?" she gasped "You've gotten stronger than I thought."

"Hmm." I smirked "You shouldn't have underestimated me….big sis."

I reached up and aggressively grappled one of her breasts "You're hiding your sexy body, is it because you want to keep it just for my dear brother? Show me, we're family after all."

I ripped that ugly maid outfit she wore open, causing her breasts to spring free.

"Now listen you best play along." I smirked "You know now that I have all this magic at my fingertips I can mold people into whatever I want, male, female, bigger or smaller…for example, suppose I was just dying to see how cute my nephew would look as my sexy little niece."

"You wouldn't." she glared.

"You've seen the new me, I would." I smirked "I feel so alive now, so bold, and so sexy. The old cute, nice Rias is long gone…the new me won't hesitate to crush people who try and stop me. Here's the deal, I'll leave your sweet little boy alone, but in exchange you're going to pleasure me right here and now…oh and when you get back, you're going to start recommending that Riser not try to marry me, you're not going to say I'm used goods or anything like that…but think of something. Besides…"

I licked her cheek "There's no way that wannabe Sultan could handle a woman like me. I'm no one's pet, I'm the dominant, I'll crush them under my jet black heels."

"You have to know I'm not backing down." I licked my lips and I rubbed her thighs "So, what's it gonna be, will you fall on the sword for your son…or let me make him a real man?"

"What…happened to you." Grayfia sighed.

"The old Rias is gone, this is the true me…the me that was too subdued to come out, but now that I'm awake…I'm not turning back, it's much more fun to be a sexy succubus than a little celibate. I'm a demon after all, I should do sinful things yes?"

"You…you've changed." She sighed.

"So what will it be?" I asked.

She turned her face away "Just…take me and get it over with."

"How sweet." I said kissing her neck.

I slowly pushed her to her knees "Let's start with a blowjob okay."

Grayfia brushed her hair back before she moved forward and started licking my cock. Once she opened her mouth to accept me I let out a moan.

"You're good at this." I said teasing my breasts "You must have lots of experience with this, I bet you're a great wife."

I glared at me as she kept sucking, she didn't really care for this, but to protect her family she was willing to give herself to me. I watched as she bobbed her head and her heavy breasts wobbled in unison.

"It's funny I knew I wanted a body like you when I was getting older, but I've already outclassed you big time." I said bouncing my large bust.

"BLURG!" Grayfia moaned as she sucked on me more and more.

She was moving her head at a rapid pace, I had never received a blow with this much force behind it, she was good! I felt my balls keep slapping against her chin and I knew at the rate she was going I was gonna cum before I knew it.

"Oh yes…oh that's it…just a little more." I said putting my hands on her head.

"GRUK!" she sucked more and more until my testicles tingled and I couldn't hold it.

"OHHHHH!" I screamed as I filled her mouth with cum.

Surprisingly Grayfia was good enough to swallow every drop, she may have been against this at first but here she was slurping it down.

"That was sexy." I licked my lips "Let's get to the really fun part though."

I pulled out my dick and laid on my back "Well, hop on."

Grayfia begrudgingly took her dress all the way off and straddled my waist, I reach back to grab her ass as I slid my cock into her.

"Hmmm." I moaned "That's perfect."

"Ha!" Grayfia gasped as she started rolling her hips.

Her pussy was surprisingly loose, I mean she has had a child. I bucked my hips to match her movements, my tits jiggled and rolled around from the force and I loved it. Grayfia was rocking her body well, her own chest flopping about and her ass crashing down onto my thighs.

"Bounce more." I commanded "I wanna see those tits shake."

"OUF!" Grayfia groaned moving faster and faster.

"See, sex with me is wonderful." I smiled "And soon you're going to climax, and I feed on your energy."

"You…just…get it over with." She begged.

"Oh no, I'm going to savor this one." I smirked.

I grunted and started forcing my cock deeper into my sister, hold back all she wanted she couldn't stifle her moans.

"I can see the look on your face." I smiled "just admit you like this, me, the beautiful young succubus, pounding you, the mature sexy devil."

"HMMM!" she bit her lip "Shut…your mouth."

"How rude, I might have to stop if you say that." I smirked "I'm in charge here, got it!"

I gave her a powerful thrust, causing her she moan loudly.

"See, you like it."

"Just…finish already." She begged "I can't take this!"

"That's what I want to hear." I smirked "Now, cum with me."

I thrusted into Grayfia as she bounced on my rod, my insides were turning as she bucked and began to lose control.

"Ha…ha…HAAAAA!" she moaned as she climaxed.

"YESSSS!" I screamed absorbing her energy and filling her with my spunk.

I snickered as I laid back and Grayfia got off me.

"I must return home." She said picking up her clothes.

"Don't forget our deal." I smiled as she left.

_Even if Riser still pushes for this annoying wedding, I'll find a way out of it…he's peerage is all girls correct…oh this could get fun._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Forced into the Rating Game Rias makes preparations, starting by reinforcing her front line with some skilled swordsman classmates.**

**Also Gasper will be entering the story fairly soon 5+ chapters or so, So when I do bring him in and inevitably make him a girl, should he end up looking basically the same as he does now, or become super sexy?**

**Till Next Time!**

 


	10. Leviathan- Sona

_Italics indicate thinking_

* * *

**Rias' POV**

"HMMMM!" I bit my lip as not to moan in front of Sona.

My friend and fellow devil had come to discuss a few things, unfortunately she caught me at an awkward time. At the present moment Yumi was under my desk, head up my skirt, going to town on my dick.

"It just seems like you're acting different lately." Sona shrugged "I mane the number of Piece you have has almost doubled in just a few weeks. I get the one girl and the boy, they have Sacred Gear, but the brown hair girl Aika is just a normal student."

"I was being…ha…generous." I shrugged.

I looked down at Yumi who was sucking on my furiously.

"And now this whole Rating game against Riser, he has a full set and you don't." she pointed out "It feels like a recipe for disaster."

"We'll be fine…although a lot of them haven't competed in a Rating game, maybe a practice session would be good."

"I suppose I can set my team against yours." She shrugged.

"GooooooDDD!" I suddenly grabbed the desk as I started cumming in Yumi's mouth.

"Okay…" Sona gave me a look.

I felt Yumi release me from her mouth and start licking me clean.

"Still it will be no fun if we don't wager something." I smiled "Is there anything that rubs your fancy?"

_I'd like to rub her fanny…_

"I think that is I win…" Sona tapped her chin "You'll actually tell me the truth about what's happened the last few weeks."

"Clever girl." I smirked "couldn't get passed you, you've been suspicious for a while now. Well is I win…" I snickered "I'll get…you."

"Pardon?"

"You'll be my servant for the day, doing whatever I ask." I smiled

"…fine." Sona shook my hand "Oh one last thing, will you be using…him?"

"No." I shook my head "Not for a casual game like this, it's too dangerous."

"Good, I think that will be best for both sides." She nodded.

* * *

**Later**

"I win." I smiled at Sona.

"Dammit." She sighed "Very Well."

By the time I was done cleaning up I already had Sona dressing up in a French maid outfit. She looked so cute in the black and white lace.

"You know." I said as Sona stood next to me "Since I'm such a nice girl I think I'll answer your questions anyway."

"I lost, you shouldn't." Sona said trying to pull her short bottom of her outfit down "So breezy."

"You're my friend so I'll tell you." I said looking up at her "I've changed because I became a Succubus."

"What?"

I explained to Sona everything that had happened, the book, the sex, the turning of men into sexy girls, making Aika beautiful, every single thing.

"And now." I yanked off my skirt "You'll be my next conquest."

"Wait what?!"

"Servant." I licked my lips as I walked towards her "You better obey your master's orders."

I grabbed Sona in a hug and forced her face into my chest, I started feeling up her body as I made her motorboat my tits through my uniform. I pinched and squeezed at her firm butt, felt her tiny breasts on my body, everything about her was cute and compact.

_This is going to be fun_

"Rias…" Sona moaned freeing her head from my chest "We…shouldn't."

"Oh but we will." I smiled leaning down to kiss her.

As soon as we started kissing I instantly felt her grab my heavy breasts with her hands, digging her fingers into my tit flesh. As Sona grabbed my chest I decided to grab her ass and give it some good squeezes. As we stood the groping each other I back us up to my desk when I lifted Sona onto the wood and quickly got between her legs.

"OH RIAS!" she screamed as I dove in and started eating her out.

Sona quickly put her hands on my head and started running her fingers through my red hair while working to take off her maid costume. Sona tasted so sweet and warm as I shot my tongue deep into her walls. Sona couldn't stop moaning and pushing my against her pussy.

"R-Rias!" she moaned "I can't I'm gonna…OHHHH!"

She suddenly orgasmed, covering my face in her sex juices.

"Hmmmm…" I sucked a little energy out of her before I stood up and pushed her back so she was laying on the desk.

"Time for the servant to please the master." I said pushing my length into her.

"HAAAA!"

"So tight." I hissed as I started forcefully fucking my friend.

Sona's smaller body rocked around on the desk as my penis slammed in and out of her. My hefty tits bounced around, Sona's eyes locked on to them, studying their gyrations and bounces. I could feel my whole body jiggling slightly from the force on my and Sona's fucking.

"Rias!" she squeaked "Please…cum in me!"

"If…you want it." I grunted.

I slammed into Sona a few more times before the two of us started to build up energy.

"oh…oh…SONA!" I gasped as I suddenly released inside of her.

"YES RIASSSSSS!" she screamed as she orgasmed with me.

I let my body absorb her delicious sexual energy before I sat down to relax, my naked ass feeling perfect against the cold fabric of my chair.

"That was…incredible." Sona said sitting in my lap and playing with my breasts.

"I'm always hungry so don't hesitate to stop by." I cooed.

"Oh I will." She blushed "I think we'll be seeing a lot more of each other."

"Good, I like that idea." I laughed.

_Still I need to relax and focus for a few days, this game with Riser is no joke. If I lose…no I won't, I need to think about what I'll do when I win._

_Hmm…I think the little sister looks nice._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- It's right there…the last sentence of this chapter.**

**Also here's how the Rating game's gonna work in terms of Riser's girls and Rias. Two will get chapters as individuals, the others will just be one huge gangbang, and then we'll do Riser. Originally I wasn't gonna do Riser but so many people asked for so I'll do it.**

**Till Next Time!**

 


	11. Little Sister- Ravel

_Italics indicate thinking_

* * *

**Rias' POV**

"Stop running." I sighed flying by "Just sit still and let me knock you out."

"No way!" Ravel yelled trying to hit me with a little magic.

"No." I said putting up a shield.

When the rating game started I made my first move, the others already had their instructions but my first target was Riser's little sister Ravel Phenex. She was a cute petite girl with two shiny curly blonde ponytails, a royal pink dress that I couldn't wait to get her out of.

_Breaking her in will be so much fun._

When I dodged Ravel's next spell I grabbed her by the hair and slammed her into the nearby tree.

"Enough dawdling little girl!" I cackled.

"AHHHH!" she yelped "Put me down."

"Oh no." I hugged her close to my body "I'm going to be holding you close for a while."

"Stop it!" she said trying to get her head over my breasts.

I reached back and grabbed her cute little ass. I was running my hands all over her, Ravel was squirming and complaining for me to free her but I was just having too much fun playing with my new toy.

"Let's see what's under curtain number two!" I cheered ripping the bottom of her dress off and exposing her underwear.

"KYAAA!" she moved her hands down to cover her cute little panties.

"Oh how innocent." I smiled pulling the top of her dress apart "wow!"

I looked at her chest, any time I saw Ravel she had that tight dress on, I never knew that under it she had some pretty decent sized breasts contained.

"I never knew you were such a big girl." I smirked slapping her tits around.

"Don't…stop!" she moaned as I pinched her nipple.

"Word has been going around about me." I whispered to her "I bet you've heard that I've recently become more and more…outgoing."

"You bitch!" Ravel yelled "Let me go!"

"I don't think so." I said using magic to bind her hands to the tree.

I got on my knees and slowly started pulling her panties down.

"Look at this innocent little pussy." I smiled rubbing her thighs and moving my hands towards her crotch.

"HMMM!" I shoved my face forward and started going to town on Ravel's pussy.

I wriggled my tongue, forcing it deep into the blonde's folds. As I licked and sucked on her hole I used my magic to remove my clothes, my breasts popped free, my ass felt the cool breeze as my panties were discarded. My cock sprang free, I heard Ravel gasp at the sight, I even noticed she was producing more juices now that she'd seen my cock.

"You-You've got…"

"We'll get to that later." I smiled running my tongue over her slit, when I got to her clitoris I flicked my tongue and made her moan.

"HAAA!" she squealed as I probed my tongue deeper into her.

I used my tongue to ravage her insides, licking, poking, sucking on every inch of her crotch. It didn't take me long to find her G-spot and focus my movements right there.

"I…stop you'll make me…don't!" Ravel moaned as I pestered her sweet spot "KAAAAA!"

I felt her pussy leak sweet fluids all over my face, I eagerly lapped them up before kissing Ravel, spitting just a little of her from my mouth to hers. She was crumbling into my embrace; my pure sexual aura had ensnared her.

"Now then, let's begin." I said picking her up and quickly sliding into her.

"GAAAAHHH!" she moaned as I tore into her and wasted no time breaking in her fresh pussy.

"So tight." I hissed plunging my cock deeper into her.

Ravel nuzzled her head into my neck as my thick cock slammed into her. I felt my much larger chest pushing against Ravel's own decent sized bosom. Ravel moaned loudly into my ear as I fucked her aggressively. My aura makes people want to have sex with me but I wasn't expecting Ravel to crack so easily.

"Please, I…I've never felt so good!" Ravel moaned "Don't stop!"

"If you say so." I responded, pushing her against the tree and started moving my body even faster.

Ravel and I grinded against each other, my larger body over powering hers.

_She's such a cute little thing, and soon she'll be all mine forever…_

"Ha…ha…Here it comes." I warned.

"NO please….not…OHHH!"

"YESS!" I moaned as the young Phenex girl and I orgasmed together, I feed off her pure blood devil energy, it was so delicious.

"So…what now?" she asked me.

"I'm going to find a certain someone from your brother's peerage." I said "And then I'll make sure I win, take his harem as my own…and then maybe I'll even take him too."

"You sound excited." She said.

"Oh I am." I said playing with her body "I've already got you, so the other should be even more fun. You'll stick around with me right, I have someone I think you'd be great friends with."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias will be the only Queen.**

**I'm busy so no chapter next week!**

**Till Next Time!**

 


	12. Queen- Yubelluna

_talics indicate thinking_

**_For those asking about how people seeing Rias and Ravel...don't think about it too much, just suspend your disbelief for that chapter and this one._ **

* * *

**Rias' POV**

"HMM!" I put up a magic shield to defend myself.

After restoring my energy with Ravel I thought I would have the strength for the second part of my plan, taking Riser's Queen, Yubelluna, but she was just too powerful.

_To think she had this much strength._

"You're finished Rias." The older woman moaned "It's over!"

Suddenly the air was filled with dark rumbling thunder clouds.

"What-GAAAAA!" a huge bolt of lightning shot down and struck Yubelluna, the air rippled and filled with the smell of ozone.

"Seems I made it right on time." Akeno floated next to me.

"Yes, thanks." I smiled standing up "But that took a lot of magic…I'll be needing a refill."

The two of us looked at Yubelluna.

"Seems there's a battery right there." Akeno laughed.

"Care to join me?" I asked.

"If you'll have me." She smiled.

The two of us walked forward to the downed Yubelluna before we laid next to her and started kissing her body all over.

"What are you doing?!" she hissed.

"Shush." Akeno kissed down the woman's neck "You're still numb from the lightning, just sit tight and let us…take care of you."

"Oh this is gonna be good." I moaned as I pulled her top down and started playing with her nipples.

"She does look fun." Akeno giggled as she played with the other breast of the mature woman.

Akeno and I kissed Yubelluna's breasts, flicking out demon tongues rapidly over her big, hard nipples. As we egged the older devil on I felt my insides start doing back flips.

_I know your excited but relax, it'll just be a little longer._

Once Akeno and I had thoroughly licked and sucked on Yubelluna's tits I decided it was time for me to strip down. I got my cock out and placed it between the Queen's breasts.

"What the hell are you doing?!" she snapped.

"I'm getting some pleasure." I laughed as I started fucking her tits "What does it look like."

"That looks divine." Akeno moaned as she undresses, showing me her creamy skin.

Once she was stripped naked she started fingering herself to the sight of me pleasuring my cock with Yubelluna's tits.

"You know by the time I got this far Ravel was already begging me to put it inside her." I smirked "I guess I should have expected this from a mature woman like you."

"Stop trying to flatter me you brat." She pouted "Once I can move my arms again I'll choke you to death, I swear it!"

"You shouldn't make promises you can't keep." I laughed as my balls slapped against the underside of her large breasts.

"Keep going Rias, it looks so hot." Akeno moaned fingering herself faster, pumping her digits into her pussy while she did that she was reaching up and fondling one of her own heavy tits.

The sight of my Queen masturbating and the feeling of Yubelluna's soft tits made me so horny, I knew I was going to cum but if I was I was going to savor this.

"Yes here we go." I moaned pulling my cock out from its breast prison and lining it up with Yubelluna's face "OHHHH!"

I climaxed and shot jizz all over Yubelluna's face, even getting some of the spunk in her dark shadowy eyes.

"You got your cum in my eyes you bitch!" she snapped.

"You'll be fine." I waved my hand "Now for the main course!"

I crawled down between her legs and gave her snatch a few good licks before I started working my cock into her.

"AHH!" she gasped as I got a few inches in "MMMM!"

Her moans were snuffed out as Akeno suddenly sat on her face "Instead of yelling use that tongue for something productive!"

Unable to move Yubelluna gave in and started to lick Akeno's pussy.

"OHH!" Akeno gasped "She-She's sucking on my clit!"

"Sounds hot." I moaned as I thrusted into the older woman, having gotten a substantial amount of my cock meat into her folds.

I felt Yubelluna squirming as she started to get motion back in her muscles but curiously she wasn't fighting back, she used her new strength to roll her crotch into mine and dig her head into Akeno's crotch.

"That's the spot!" Akeno moaned grinding her hips and bouncing on the other Queen's face, I could hear her breasts flopping from her bonces and this only turned me on more and more. I could feel power bubbling up inside me but it wasn't time to cum yet.

"Akeno move I want to change positions." I told her.

"Of course." she quickly stood up.

I sat down on my plump butt and pulled Yubelluna into me so she was sitting on my waist, I slipped my cock into her and started fucking her while she squatted above me, at the same time Akeno got on all fours and started licking the spot where my cock met with Yubelluna's insides, she was laying in such a way that her heavy boobs were rubbing on the ground.

"How's it taste?" I asked.

"Salty and sweet…like caramel." Akeno giggled as I felt her tongue flick over my cock and swirl around her rival's clit.

"OHH! You too shouldn't be this good but…OH!" Yubelluna moaned as Akeno and I played with her.

"Yeah that's a good slut." I smiled "Moan for me, it makes my whole body quake with orgasmic pleasure…how much longer will you last, with me fucking you and Akeno licking at that tender pussy…please, won't you cum for me?"

"Ha…ha…Stop…I'm…OHAAA RIAS!" she screamed as she orgasmed.

"MMMM!" I hugged her tighter as I absorbed her energy.

_Refreshing…like a cool breeze in a meadow, I feel recharged._

"HNHGH!" I grunted as I started pumping her full of cum.

Akeno not wanting to be left out started to use her tongue to lick up the mixture of mine and Yubelluna's sexual fluids.

"You two go well together." She smiled cleaning her lips off.

"I'm all ready for the next stage." I smiled "Go get the others." I told her "It's time for the big show!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- After immobilizing Riser, Rias kicks off her Big Bang.**

**I'm on Spring Break Next Week, So No Chapter ):**

**Till Next Time!**

 


	13. Big Bang- Riser Peerage

_Italics indicate thinking_

* * *

**Rias' POV**

"Perfect." I moaned looking down "Just perfect, they all fell right into my little trap."

I was floating above looking down, Riser's whole peerage was trapped in a giant magic circle with mine, and they were squirming and moaning in pleasure.

Yumi was on her back moaning as she was being eaten out by Mihae, the bishop in the Kimono. Nearby Koneko was fingering Ni and Li, the two pawns dressed like cats, Iris was kissing and being pleasured by Riser's two knights, Akeno was getting her tits sucked on by the Rooks, those two little school girl looking pawns had dropped their chainsaws and were now 69ing with Aika and Asia.

"Oh yes…" I bit my lip as I rubbed at my crotch "A delicious sight."

I hugged my body as I rolled around a fire blast.

"How mean…I was watching the show." I sneered at Riser.

"What the hell are you?" he glared.

"Something wonderful." I said using my destruction magic to blast him back "Don't worry you're all about to be a part of my little demonstration to the fools watching at home. Once I finish dominating you and those silly little sluts they'll know to fear me."

"You're some kind of psycho bitch!" Riser threw another flame at me.

"Oh I'm not crazy." I licked my lips and clashed my magic with his "I'm just hungry."

I broke the clash and zapped Riser right in the chest with a powerful blast, sending him crashing to the ground.

"Now then." I landed in the middle of the orgy going on around us "I need you to do me a favor and get fucked…Riley."

Riser turned into a sexy little female, big breasts like me, a nice cute butt, his masculine face got soft and cute like Ravel while his hair grew out to reach his mid back.

"Yes you're perfect." I said making my clothes disappear and stroking my cock.

"What did you do to me!" Riley yelled in a high pitched voice.

"I made you what you desire most." I smirked "A girly girl, I mean look at those tits, that butt and you have such a cute voice. Shame I won't get to hear it."

"Huh?"

"Well…!" I grabbed her head with my hands and shoved my cock into her mouth "It's hard to hear you talk when you're sucking my cock."

I kept bucking my hips and forcing my thick girth into her throat, I noticed two of Riley's pawns, the belly dancer Shuriya and the shrine maiden Mira were grinding their crotches together.

"You two come here." I moaned loudly.

The two walked over, pussies dripping and bodies hot with arousal.

"You suck on my tits." I commanded Mira "An you eat your mistress out, make sure she sees the light of being a woman."

"Yes." The both responded totally under my spell.

Shuriya got down on the ground and placed her head between Riley's thighs before licking the girls clit.

"HMMM!" she moaned into the blowjob.

"Feels nice doesn't it." I smirked "You're going to love the new you."

I moaned a bit as Mira bit down softly on my right nipple, swirling her tongue around the areola and giving my tits a nice thorough licking.

"You guys are gonna make me cum already." I moaned "Are you excited Riley, you're about to have your first taste of me delicious cum."

"HAAMM!" she looked like she was about to panic.

"Yes…yes…that's the look." I groaned "OHHHH YEASSSSS!"

I started blasting my spunk down the new girl's throat, making her sputter and gag as it coated her throat.

"Your slut!" She coughed as I pulled out of her mouth.

"Oh don't start." I smirked as I lined up with her pussy "It's time to make you officially a girl, Riley."

"Stop calling me-OHHH!"

She stopped talking and started moaning as I slammed into her pussy and began fucking her forcefully. I just moaned a I saw her nice round breasts flopping around, her pussy stretch to fit my fat cock, and her face contort as she tried not to moan.

"Come on." I leaned down and smashed our tits together before licking her cheek "Just let it out, it's okay if you like it, that's the point."

"Ha…ha…" she panted.

"Oh…you say something?" I asked stopping my thrusts.

"Don't…stop." She blushed.

"Oh I won't." I kissed her and started fucking her again.

I swirled my tongue around with Riley's before breaking the kiss and demanding everyone else gather around us. Soon every member of Riley and I's peerage had gathered into one big pile, sucking, fingering, licking and fucking each other in various ways.

_That's it you horny little sluts, get turned on, get wet…give me the best orgasmic energy you can muster._

As I fucked Riley I felt someone eating out my pussy while someone else was licking my asshole, my tits were being pulled tightly by a pair of hands and I stopped hearing Riley's moaned because someone was squatting over her and forcing her to eat her out.

Oh boy." I felt my balls start getting heavy "It's about to…"

Before I had a chance to cum I felt the people around me starting to climax, their sexual energy leaking out of them. I wasted no time absorbing it all, it was so delicious, so silky…so much of it.

"AHHHH!" I moaned letting off a blast of magic, throwing everyone off of the pile.

"Rias?" Akeno gasped.

"So much…so good…so perfect!" I moaned.

I recognized the feeling from the first time with Asia, I groaned as I felt my tits sagging as they put on a little more weight, my butt clapped more as it gained some extra jiggle and Riley moaned as my cock got longer and thicker inside of her.

_So much energy I ascended to a higher level of power…I'm so sexy._

"It's…too big!" Riley moaned "I'm…OHHH!"

"UGH!" I groaned as I came with her, filling her insides up with cum.

Once I was done cumming I pulled out and started to relax Iris came over and started sucking on my.

"Your cock's gotten even bigger." She said bobbing her head.

"Yes, it's even more sensitive.' I smirked lifting up one of my hefty tits "These are nice too."

I smirked and looked up and the camera orbs.

"Take a good look!" I yelled "This is the new Rias, this is perfection, bask in my sexuality…understand, I won't be pushed around by anyone, I'm making one thing clear to the rest of you watching…"

"I am the Future!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias inducts her next piece.**

**I'm going to be busy with Family Stuff and Easter next Week so there won't be a chapter next Monday. But after that we should be back to the weekly uploads instead of all the biweekly. I'm sorry about my rough schedule lately I've just been busy with school and My Grandmother has recently gotten sickly so I've just been a little overwhelmed lately and the only reasons Naruto and Fire Emblem have been getting updated a lot is because I was using those as my escape and putting my energy into that.**

**Till Next Time!**

 


	14. Knight- Xenovia

_Italics indicate thinking_

**Bold is for attacks**

* * *

**Rias' POV**

"You can't just go off on your own." I warned Yumi "I'm not messing around."

"Well that's too bad, I'm going." She said "This is my business."

"Listen to me." I hissed "After my little display a few weeks ago most of the other devils are looking to knock me down a beg and make sure I know my place, I don't have many allies at the moment and if you go running off like this they'll take you out as an easy way to prove that I'm still vulnerable."

"Then let them come." She said brushing her hair over her shoulder "I'll just kill them too…I'm removing those swords and that's final."

The girl walked out and I gritted my teeth "Little bitch…she's forgetting who's in charge here. I should just let her go but she's to skilled and cute to afford to let her walk, best to follow after her."

Over the last few weeks my 'demonstration' at the Rating Game was the talk of the underworld, everyone was hushing the name Rias, they didn't want people realizing how strong I truly was. Now most of the Devil, Church and Angel communities all want me dead and gone, let them try…it'll be nice to have a challenge for once.

Still the Holy Sword project was sent after me and Yumi, having been part of it when she was a young boy, wants her revenge, it's clouded her judgement and now she's going off alone to do something foolish which mean I, her master, must defend her and make sure my enemies don't kill her.

* * *

**Later**

I ended up catching up to Yumi in the forests near town, she had confronted two Holy Sword users, the blue haired one Xenovia and the bronze haired one Irina. She was on the back foot but luckily my arrival turned the tide.

"That's enough out of you two." I sighed "Go home before I get more annoyed with you."

For supposedly good church fighters the two were staring at me, especially my large breasts, not that I could blame them I was the most attractive being in the world. I could tell just by looking that Xenovia was more malleable than her partner, Irina was seriously into the church teachings and striking back against the Devils. Xenovia…with the right words she could be swayed.

"Now then I asked you nicely." I said popping a few buttons on my blouse "If you insist on staying I may not be able to hold myself back and may end up ravaging your bodies so much you won't be able to think straight for weeks."

"RAAH!" Irina ran at me with her sword but I leaned to the side to avoid it before flicking her into a tree.

"Sorry kiddo but your not even close to the level I'm at." I smirked "Now then maybe if you get ono your knees and apologize I might be persuaded to forgive that little attack."

"Never!"

"What about you?" I asked Xenovia "will you bow to me?"

"N-No." she hissed.

"Why waste your time worshipping some dead God when you could be worshipping me?" I asked "An embodiment of beauty?"

"Dead God?" the blue haired girl asked.

"Oh you didn't know?" I asked "He's dead…been that way for a while. I guess the Church thought they'd be able to get more use out of you if you thought you had a higher calling. I guess they're not as high and mighty as they project…so why don't you take my hand, I'll show you the truth of this world, and all the joys of it."

The girl seemed a little apprehensive but she slowly stepped forward before falling into my embrace, laying her head on my large breasts.

"Xenovia!"

"She's…perfect." The girl sighed "I just can't resist her."

"Fufufu." I laughed and leaned down to kiss the knight.

_She'll fit me just right._

I felt myself getting hard as I squeezed Xenovia's latex suit, grabbing her ass and large breasts. I could hear Irina objecting to her friend wanting to please me but I tuned her out, I was going to make Xenovia mine.

"HMMM!" she moaned into the kiss as Yumi got behind her and started rubbing the girl's ass and kissing her neck while I fondled Xenovia's chest and explored her mouth with my tongue.

I could feel Xenovia heating up as I rubbed the inside of her thigh and got her ready for my cock.

"Well then I think you've done enough foreplay." I said breaking out kiss, a string of saliva connecting out tongues "Time for me to destroy your virgin hole."

Xenovia leaned over and raised her ass to me, she moved the bottom of her suit to side, flashing her wet pussy lips.

"That's a wonderful sight from you." I said mounting her and slowly pushing my cock into her.

"Ha…ha…AHHH!" she screamed as I took her virginity and started fucking her "OHHH!"

I began bucking my hips, slamming my cock into her hole, her ass shaking from the force of my thrusts.

"Oh…this feels incredible." She moaned.

"It only gets better." I smirked thrusting into her "Yumi."

"Yes." The blonde got in front of Xenovia and spread her legs, rubbing her clit and telling the girl to come eat her out.

Xenovia leaned forward and started using her tongue to pleasure Yumi while I fucked her from the back, my large breasts bouncing and my balls swinging and slapping against her legs.

"Yes you're perfect." I moaned "Take it, take my cock into you you little slut, I'm you master now."

"Yes, I'll always obey you." She moaned "I'm you fuck toy to be played with, you're so beautiful, irresistibly sexy!"

"Yes I am." I smiled "Such praise only makes me harder, why don't you get ready to take my cum."

"OHH!" Yumi groaned as she suddenly splashed Xenovia's face with her sex juices.

That was enough to push the blue haired girl over the edge and I felt her pussy clamp down for her first orgasm.

"Ha…ha….YESSS!" I screamed as I pumped her full of my hot cum.

Xenovia looked drunk on pleasure as I pulled my girthy cock out of her, I stroked myself as I watched her lay on the ground, moaning in ecstasy.

"Ha…ha…AHHHH!" she suddenly moaned and screamed.

"Now then, get ready to be my next Knight." I smirked as black wings appeared on her back.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias takes Xenovia to track down the other swordsman**

**Just a few housekeeping notes.**

**People asking for the Issei's other friends to get turned into girls, that's coming. Also someone else will be a Succubus soon as well!**

**Till Next Time!**

 


	15. Knight Part 2- Irina

_Italics indicate thinking_

**_Two Chapters in One Week, I'm so nice to you guys._ **

* * *

**Rias' POV**

"Where are we going?" Xenovia asked as we ran through the forest.

"We're tracking down that little friend of yours." I smirked "You've seen the light no reason she can't…technically I'm out of Knight pieces but I could make her a pawn for now…Evil Pieces are made from crystals if i recall, if I'm going to get as strong as I want…perhaps I need a way to craft a second board? I'm digressing just help me find that Irina girl so I can fuck her and make her mine."

With a little investigation of the forest I found the girl with the long dirty blonde pigtails running from me.

"Don't run." I floated in front of her and hugged her "This will be fun, I'm just going to eat your sexual energy and have my way with you."

"Let me go you unclean monster!" she squirmed against my breasts.

"Irina don't resist." Xenovia said rubbing her friends thighs "The things Lady Rias can make you feel…it's glorious."

"Stop, what have you done to her?" Irina cried out.

"I opened her mind to the pleasures of the flesh." I whispered "I'll do the same with you."

"NO!" she moaned as I turned her around and groped her large chest "Don't…touch me like that!"

"Irina." Xenovia whispered kissing the girl's neck "Stop fighting it, Embrace the pleasure your heart is seeking, you can't resist her, she just too beautiful."

"You've…gone crazy." Irina moaned as Xenovia and I teased her body.

"Look at this lewd body you have." I said grabbing her tits through her skin tight latex suit "Such a sweet church girl with a naughty body. Showing it off in this suit, you're a little tramp aren't you."

"No I'm…a-a good girl." She moaned as I pinched her puffy nipples through her top "HAAA!"

"Look at this wet spot." Xenovia dropped to her kneed before Irina "Your body is telling a different story than your mouth."

"How's this feel?" I asked pulling the stomach of Irina's suit up and making the fabric dig into her crotch.

"KYAAA!" she squealed "Demon…scum."

"HMM!" Xenovia shot forwards and clamped her jaws over her partner's crotch.

"NOOOOO!" Irina screeched as Xenovia licked her through her clothes "I…can't…need strength!"

_Damn…she's praying…she's a tough nut to crack…now I really want her on my side._

Xenovia kept licking Irina's snatch while I teased the blonde's chest. The whole scene of the former partners engaged in sexual combat was getting me so hot and bothered I wouldn't be able to sit out much longer.

"Ha…ha…no…" Irina panted, face flush with arousal "I won't…give in."

"You're still fighting." I teased slowly taking her tight skin suit off "Can't you see you've already lost. Just come to me, I'll make this feeling go away."

"I won't…give in." she moaned as I rubbed her bare breasts.

"Irina." I traced my hand over her smooth stomach and teased the area above her crotch "Come to me."

"Ha…ha…" her face was beat red as I slipped down and stole a kiss.

"HMM~" she moaned into my embrace "HAAAA!"

I looked out of the corner of my eye and saw her legs quivering like jelly, she was about to snap.

"Just let go." I whispered as Xenovia hit Irina's clit with her tongue.

"HA!" Irian's eyes went wide "GAAAAAAAAA!"

Irina screamed and moaned as she came all over Xenovia's face, experiencing the first orgasm in her life was rocking her mind, making her tongue hand out as her whole body convulsed in pleasure.

"OHHH!" she moaned "It…it feels….OHHHH!"

I let her go, leaving her to collapse on the juice soaked groaned.

"See, that was worth it wasn't it." I smiled "You can't get pleasure like that with the church, now Irina, come to me!"

The blonde looked up and me, face bright red, body shimmering with sweat. The look in her eyes was one of awe, she no longer saw me as her threat she now saw me as her queen.

"YES!" she dove into my body, nuzzling her head into my breasts, licking them and feeling my body "Make me feel good again, I need it!"

"HAHAHA!" I laughed as she attacked my chest "Don't worry there's plenty coming."

I quickly spun Irina around and made her face away while I picked her up and lined my dick up with her virgin hole.

"Get ready for the greatest moment of your life." I whispered.

In one fluid motion I slammed Irina down on my cock quickly ripping away her virginity.

"AHHHHH!" She screamed in pain but I kept thrusting.

"A nice virgin." I moaned bouncing her up and down as I stood there feeling powerful "Just how I like them."

"Yes, this feels wonderful!" Irina moaned as the chain on her cross necklace snapped and the item flew off "Please don't stop!"

"I'm not." I smirked hearing her tits bounce as I fucked her "You're a tight little thing."

Irina's body was bouncing around as she howled and moaned in pleasure, her large bust smacking up and down. I saw nearby that Xenovia was fingering herself trying to get some pleasure as I fucked her friend.

"UGH!" I hissed drilling Irina who was in almost constant orgasm "You…gonna get filled up! OHHH!"

I creamed inside Irina filling her with the first of many times she'd be full of seed.

"Get used to that." I said pulling out "You'll be experiencing that much more often."

"Thank you." She moaned, cum dripping out of her.

"Irina, pledge yourself to me." I whispered "You belong to me now understand."

"Yes." She hugged my legs "I'm all yours! AAHH!"

Two large black wings ripped out of her back.

"Welcome then."

* * *

**Later**

"You've added another." Akeno noted "You're hemorrhaging pieces, two in one day. You've only got a rook and a few pawns left."

"Do I?" I hummed "No that won't do…I'll have as many subordinates as I want…just let them try and stop me…now I think it's time for me to unlock the basement."

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias wants to suck your blood…and something else.**

**Till Next Time!**

 


	16. Vampire- FemGasper AKA Godiva

_Italics indicate thinking_

* * *

**Rias' POV**

"Oh…oh Rias!" Aika moaned as she rode me while I sat at my desk.

"Thank you Aika." I moaned as her body quivered while she bounced "I was famished."

"If you're hungry I'm happy to be your meal." She smiled "I need to show my thanks for what you've given me, this body, my powers and a life full of pleasure….OHHHHH!"

"Well feeding off you all is thanks enough." I groaned cumming inside of her "Delicious."

I left Aika to clean herself up, I had other business to attend to with Akeno.

"There you are." My best friend said "You're looking rather radiant this afternoon."

"Thank you." I smiled "I do love to bask in the afterglow."

Akeno laughed at smiled "Preparations are in order, are you ready to visit you know who?"

"Let's not keep him waiting." I said walking down the stairs.

The two of us descended into the basement and soon arrived at the locked door.

"Haven't been here in a while." I said reaching into my cleavage and pulling out a heavy iron key "Let's go."

_I wonder how that little cutie Gasper is doing…I can't wait to see him._

I inserted the key, making the chains fall off the door as Akeno dispelled the barrier and gave us access to Gasper's room.

"Hello." I cooed as I walked into the room.

"Huh…no, go away." I little voice whispered.

"Gasper it's me, Rias, Akeno is here too." I said "Won't you stop hiding in that dark corner and come see me."

"Hmm?" he tiptoed out of the darkness.

I smiled at the pale vampire "How are you?"

"I'm fine, why did you unseal my room?" he asked.

"I've got plans for you." I smiled.

"Umm Rias." He blushed "You look bigger…not like fat or anything!"

"I know what you mean." I gave him a cute sexy smile "I can feel what your feeling…naughty boy."

"EEP!" he blushed.

"Fufufu." Akeno laughed at his innocence "Thinking like that is healthy, no reason to be embarrassed."

"A lot has happened while you were sleeping my sweet little bishop." I said caressing his smooth face "I've added to our ranks, and my power has skyrocketed, there's much for me to tell you but I think it'll be best if I show you my new abilities first hand."

"Huh-HA!" he gasped as I zapped him.

"Don't worry, you'll like this." I smiled seductively.

Gasper moaned as his body glowed and began to change. Nothing on his face or hair changed since he was pretty female looking to begin with, the real show was from the neck down. His shirt began to rise up as he started growing breasts and his butt followed suit, ballooning up to a palmable rump. His legs got longer as he grew taller, gaining such smooth sexy legs with thick thighs and delict feet.

"Ha…ha…OHH!" he moaned as his crotch spasmed and changed shape.

Gasper stood before us blushing, her tiny clothes barely able to contain her new body. Gasper was stacked, with amazing legs, sexy hips, a big butt, smooth midriff, two heavy breasts close to my current size and an even more beautiful face.

"W-What happened?!" she gasped in a nearly identical voice.

"My, My, My." I smiled "You came out just lovely I can't wait to feed off of you."

"It seems his feminine appearance was a sign." Akeno laughed "Perhaps he had a female soul this whole time and just ended up in the wrong body at birth."

"What are you to saying?" the girl cried "WAHHH!"

"Oh don't cry." I smiled "As much as I want to jump you right now I can hold off an explain…"

I sat the girl down and told her what happened to me, my new look on life and how I made her a girl, I even told her I would be calling her Godiva now, a name I felt fit her new sexy mature body.

"So you're a succubus and you made me a girl?" she said "I don't-."

"Stop worrying so much." I pulled her close to me "Once you get a taste of me you won't want to go back."

I pulled my cock out and started rubbing it against her new wet pussy. Akeno had left the room to take care of something else for me.

"OHHH YEAH!" I groaned at her tightness.

"HAAA!" the vampire moaned as I started plowing her for that first time in her life.

"See this is great." I said grabbing her booty to stop it from shaking and clapping while I fucked her.

"It-OHHH!" she moaned.

The two of us grinded together, our huge chests pressing tightly together as we coupled closer. Godiva's whole body pressed tightly to mine, she was moaning and panting, flashing her sexy fangs as I gave her pleasure she'd never felt.

_Now that I think about it for her this is kinda like Wake-Up Sex, she'd barely been unsealed and I've already started fucking her._

"Rias I…I feel…HAAAAAAA!" she screamed letting off a blast of juices and sexual energy for me to feast on.

"YESSS!" I moaned cumming in her and absorbing her power.

_Wonderful, so sweet yet mature…like a fine wine._

"Come now my sweet vampire princess." I said "the others are waiting for us."

"Huh?"

I led Godiva upstairs to the bath, when I opened the door steam poured out and we were meet with a glorious sight, my whole peerage was here bathing. All of them looked so lovely naked, breasts bobbing in the water, hair dripping with dampness.

"Well ladies." I smiled at them "There's someone here you should all meet. This is Godiva, she'll be joining us from now on."

I stepped into the water, watching the others part to make room for me.

"You know Godiva these two." I sat between Iris and Yumi, draping my arms over them, placing my hands on their breasts "They're like you, they used to be males but I awaked something special in them. Those three, Asia, Irina and Xenovia, they used to be good little church girls but now they have an affinity for sucking and fucking, just like Akeno, Koneko and Aika."

I leaned back in the bath, my little harem surrounding me "So join us my sweet Vampire Princess…a world of unlimited pleasure awaits."

Godiva gulped before flashing her fangs and slowly stepping into the bath with us.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias awakens something inside one of her followers.**

**Till Next Time!**

 


	17. Succubus

_Italics indicate thinking_

* * *

**Rias' POV**

"Hmmm…" I groaned opening my eyes.

I smiled to myself as I saw Iris sleeping next to me on one side and Asia on the other, laying their heads on my large chest, curiously Raynare was not in the bed with us. I rolled her over, the girls letting out a cute snore, as I got out of bed. I had spent the night at her house doing naughty things. I wandered out of bed and found my panties, slipping them over my tushie. I didn't bother putting my bra on before I headed out to the house, I figured I should at least put my panties on to keep my dick from hanging out, but having my boobs out, I didn't mind only one man lived in this house so why should I be shy.

"GAH!"

I looked over and saw Iris' father at the end of the hall, looking at my busty chest

_Speak of the devil._

"MMMWAAA!" I blew him a kiss and a wink, sending him running "Fufufu."

I headed downstairs, my breasts wobbling with every step. I soon found Raynare in the kitchen, making breakfast.

"Good Morning." I said walking over and grabbing a bathrobe to throw on, still I left a big window for my cleavage.

"Oh Morning." Raynare blinked.

"Oh Rias hello." Iris' Mother smiled.

"Good Morning Mrs. Hyodo." I smiled.

_What a cute little housewife…I should really fuck her sometime._

"I hope you still don't mind letting Raynare stay here." I said "If she's a problem for you don't hesitate to…punish her.

"EEP!" Raynare visibly shivered.

"Oh no." the older woman shook her head "She's been so helpful with cleaning and cooking. I actually feel like I let her do too much."

"I see." I hummed.

"I should really thank you for asking us to let her live here." The woman said "And since you came into her life Iris has opened up so much, she used to be a quiet little girl. You a good influence on here."

"It's no problem, you've been rather welcoming yourself." I smiled.

_She doesn't even remember Iris' old life…The memory spell is so powerful._

"Morning." Iris mumbled walking by in an oversized t-shirt.

"Iris you should have said Rias was coming over last night." Her Mom said.

"She did." I said looking the woman in the eye "Don't you remember, I came over around 8 to study and ended up losing track of time so I just stayed here."

"Huh…" the woman's eyes glowed "That's…right."

"Yes it is, don't worry so much Mrs. Hyodo you'll get wrinkles that way." I smirked.

_Truth be told I wiped your memory last night so you'd stop asking why we were moaning so loud, don't need you knowing I was fucking the shit out of your daughter last night._

_Iris was crucial in the fight against Riley…her potential is near limitless…I wonder…_

* * *

**Later**

"Good you're here." I said turning away from the window and faced Iris.

"Well you called and I'll always come if you ask." She shrugged "Do you need something?"

"Yes." I smiled at her "Come here I have something to give you."

Iris walked over to my desk and I reached into one of the locked draws. I reached in and placed a book on the desk.

"This is the Book of Succubus." I explained "It's what awakened my mind, what gave me my powers."

"It does look familiar." She nodded.

"You take it." I smiled "I want you to awaken what lies dormant inside you, join me Iris, become a Succubus."

"You want me to-." She looked shocked "This is a great gift Rias, thank you."

"Anything for you, just let me make something clear." I gave her a serious glare "Becoming a succubus not only wakes your lust for carnality, it awakens a lust for power…if you attempt to usurp me things will get…ugly."

"Of course." She said "I'll keep myself in check, you are my mistress, I'll never turn from your warm darkness. Well…let's begin."

I helped Iris prepare and she cast the spell that started all of this for me.

"OHHH!" she moaned as dank powers gathered around her.

Iris' already curvy body gained even more good looks, her big bust puffed up a bit, she was still smaller then me but a few buttons flew off her blouse. Her skirt rose up as she got more junk in the truck and the front of it tented up as she gains some of her old manhood back.

"MMMMHMHMMM!" she moaned and let out a sexy laugh "This feels nice."

"Is that all?" I asked swaying over to her.

"No…I feel sexy." She licked her lips "and hungry."

"There are some delicacies I can have brought in." I smiled.

"No…let's go out and find someone for my first meal that will be much more fun."

"Oh Iris." I laughed "I love the way you think."

* * *

**Later**

"Really that's what you want for a first meal?" I asked.

"Yes." Iris licked her lips "I want to turn those two into women and have my way with their tender pussies."

"Didn't you used to be friends."

"Yes…and they left me at the mercy of the Kendo Club a dozen times." She hissed "This will be my revenge…and a chance to test my new abilities."

"Very well." I shrugged "Focus magic in your hand and just zap them, they'll turn into women and then we can go to town, later I'll teach you other Succubus and Beautification spells. I'll take the bald one, you zap the glasses one."

"Sounds like a plan." Iris said gathering magic.

The two of us jumped out and zapped the two boys. They both changed into almost twins, with long black hair, average breasts and curves and smooth wet folds.

Iris and I didn't say anything as we walked in on the two girls who were touching themselves. We each took the one we changed, bent them over, and got to work.

"Stop…squirming!" I grunted as I started fucking the girl.

"Oh…oh this does feel good." Iris moaned as she did the same to a former friend.

The two of us moaned, our bodies shaking as we pounded the girls. For me this was a rather bland meal, I had tasted much better than this pervert wannabe.

"Yes…oh yes…" I hissed "OHHHH!"

I creamed inside the girl, sucking up her energy as I did so.

"OHHHAGGGG!" Iris moaned doing the same, getting her first taste of the divine tasting nectar.

"Now Iris." I said wiping the two girls' memories of that feeding "You said you had been attacked by the Kendo Club?"

"Yeah when I was a guy they used to beat me up all the time." She pouted.

"Well I've had my eye on two of them for a bit." I smiled "Care to lend me a hand?"

"Uhh…" Iris groaned as her body shrank a bit "I'm…kinda tired."

"Hmm…seems you weren't fully compatible." I commented "The succubus powers are leaving you, seems it only works with a specific few people…oh well."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- The Kendo Club gets a visit from Rias.**

**Till Next Time!**

 


	18. Kendo

_Italics indicate thinking_

* * *

**Rias' POV**

"Haa…" I sighed pleasantly while lying on the couch in just an open bath robe, my breasts on display and my dick happily being sucked by Asia.

"Is something wrong Rias' she asked stroking me as I laid out "You're not as talkative as usual. Am I not pleasing you?"

"No you're doing fine." I said "I'm just a tad bored is all; I think I need to mix it up a bit."

"How are you going to do that."

"Not sure." I moaned a bit "But first…I'm…Ohhhh!"

I groaned a bit and blasted Asia's throat with a hot rope of my spunk. I sighed sitting up and stretching.

"Iris mentioned the Kendo Club." I hummed "That could be a fun little side trip to taste something different for once."

* * *

**Later**

"Hmm…" I sat in the locker room "Should be here any minute now."

"Another great day today." A voice said.

Two girls entered the room and gasped when they saw me sitting there on one of the benches.

"Hello girls." I smiled at the two.

"Rias-senpai." The two girls looked at me "What are you doing here?"

The two girls were both rather skinny not very many curves but decent ones none the less, the one, Katase, had short light peach colored hair and the other, Murayama had longer brown hair tied into pigtails.

"I was just passing through." I told them "My feet were a little tired so I came in here for a rest, still seeing you two is a welcome sight. You're both so beautiful and skilled."

"Thank you." Katase blushed.

"I could use two skilled girls like you." I said walking over to them.

I noticed how quick they were to lock their eyes onto my breasts and hips, marveling as I sensually walked forward.

I got close to them and placed my hands on each of their cheeks, they weren't putting up much of a fight, already squirming in my presence. Most girls in school already looked up to me, these two were no exception.

"Girls…" I leaned close "I want you."

"What?" Murayama asked.

"I want to…" I kissed their cheeks "Make you mine."

"HMM!" the girls were both squirming against me.

"Go on." I smiled unbuttoning my top "Why don't you come and give these a feel."

The girls practically grabbed me and started licking and grabbing at my breasts, I wasn't sure if they were naturally this interested in me or my sexual aura had turned them on that much.

"Oh, that's nice." I smirked as they squeezed "Just what I truly needed."

Katase was the first to stop kissing my breasts and start kissing me, I was starving so I was going to reward her quickly. As her friend kept playing with my hefty chest I had the short haired girl bend over and I whipped my cock out, saying nothing as I inserted it into her tight, warm, delicious pussy.

"UGH!" I groaned as I started ramming her.

These two were doing better than I had anticipated, the potential they had was more than I expected, I was quickly growing attached to these two little minxes. As I pounded Katase I started making out with Murayama, I swirled my tongue with her while she batted my breasts around, making me laugh and moan.

"Oh…Oh it's so good!" Katase moaned loudly "Please harder!"

As I continued to fuck the short haired girl I made Murayama lay down and I buried my head between her legs and went to town eating out her little pussy. I nipped at her clit while my cock slammed her friend. My tits were wobbling all over as I plowed her faster and faster. I was losing control, I was so hungry and these two just looked so perfect!

"UGH!" I hissed "OH…OH YES!"

I felt Murayama quiver and cover my face in her juices that I happily licked up as I fed off her energy and the energy of Katase who was orgasaming as I filled her full of cum.

"That was wonderful." I sighed pulling out and stretching "Thank you for that ladies."

The two were moaning and laying on the ground. I got ready to turn and leave when I felt something grab my legs.

"You know what." I said putting my hands on the two girls heads "I guess I can make some room for you lovely ladies."

A magic circle appeared on the floor and I snapped my fingers, dark black demon wings grew out of the girls' backs as they moaned and kept hugging me.

"I still have plenty of pawn spaces so I'll spare two for your guys." I smiled "you'll make excellent pieces with your kendo skills."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Due to Summer Stuff my schedule is all jacked up, stuff will just update when it updates for a while, it may be weeks for a new chapter of this story or it may be just a few days, we'll see.**

**Till Next Time!**

 


	19. Alliance- Sona and Tsubaki

_Italics indicate thinking_

* * *

**Rias' POV**

"Haa…Sona." I moaned as she played with my breasts "That's wonderful."

"HMM!" she snuggled "Anything for you Rias."

"Do you love me Sona?" I whispered.

"There's a lot of changes coming." She said "And I want to be on your side…"

"Wonderful." I smirked "You'll be one of my strongest allies, but in order to cement our little alliance I need you to give me something else."

"Am I not enough for you?" she whimpered.

"No you're great, but I just need to make sure you're loyal." I smiled "Perhaps if you bring a member of your peerage along I can be assured of your faith."

"I'll do it right away!" she said gathering her clothes "Wait right here!"

* * *

**Later**

"Fufufu." I laughed as I looked at my naked body in the mirror.

"What's so funny Rias?" Godiva asked me.

"Just how adorable Sona is." I smirked "How she takes one look at my body and starts to crumble, what a weak devil, it's no wonder she can't match up with her sister."

"How come you made her go get someone else to prove her loyalty?" the vampire asked "Don't you trust Sona?"

"Of course I trust her." I said a pair of lacy panties and restraining my hefty bust in a matching black bra "I just want to have sex with Tsubaki."

"But how do you know that's who she'll bring?"

"Simple." I swayed over and gave Godiva a kiss "She trusts that girl the most, if she's gonna share someone with me Nine times out of Ten she'll bring her Queen to me for feeding. Now beat it my Vampire Princess, I'll need this room for dinner."

"Okay." She stood up "I hope it was worth the trouble."

Godiva brushed her hair out of her eyes and walked out the door, her womanly hips swaying as she left.

_She's probably the most feminine of the changed boys, she walks like a model and acts it too, she's much more confident with that body than she was as a boy._

Once Godiva left I looked at myself in the mirror, my big breasts, my wide hips, my plump butt, and the bulge in my panties from my thick cock. In just the last few months I had changed a lot, both physically with my curves but also mentally with my personality, I was far more commanding, demanding, and manipulative, I was going to be on top of the world and no one was going to get in my way.

"Rias." Sona opened the door "I'm back."

"Wonderful." I turned around, my breasts bouncing in my bra "Did you bring what we talked about."

"Yes." Sona bowed to me before turning to the door "Come in."

I heard the soft clicking of heels and watch Tsubaki saunter in.

"Hello." She said fixing her glasses.

"MMM." I bit my lip and let off a soft moan "Yes, hello indeed."

I wandered over to Tsubaki, walking around and marveling at her body.

"I assume Sona already gave you the reason for her summoning you to me?" I asked standing behind the girl, flicking my hand near her skirt to tease.

"Yes." She said in a straight laced tone.

"Good that'll save a lot of time." I said rubbing her backside.

"If this is to assure an alliance between our groups." Tsubaki said "I'll do whatever it takes."

"Talk about a willing soldier." I smiled grinding my crotch against her ass "We'll get along so well."

I turned Tsubaki's head to face me and started kissing her while I reached around the front and put my hand in her panties to rub her moist cunt.

"Sone dear don't just stand there." I smirked at my partner "Get over here and join us, by sharing the same woman we'll complete the deal that seals us as allies."

"Yes." Sona walked over and faced Tsubaki's front, join and making our lip lock a three way make out.

"Look at your Mistress." I told Tsubaki "She's even flatter than you, how sad."

"My chest is modest." Sona blushed as she began to take Tsubaki's top off "Much more common than those melons you've got."

"My body is built for pleasure." I told her "I look the part is all. Besides I quite like large breasts myself. Yours are about as small as I'd usually settle for."

Sona and I kept stripping and fondling Tsubaki.

"What about Koneko-OH!" Tsubaki asked as I started squeezing her breasts while Sona dropped to her knees and began to lick her friends pussy.

"The little pussycat?" I giggled at the sight of the two girls engaged in cunnilingus "She's the special exception."

Sona kept digging in and licking her Queen's pussy as I began to get into my favorite mood, hard and hungry. I didn't feel like holding back anymore so I had Tsubaki lean over a bit still having Sona eating her pussy while I grunted and penetrated her asshole.

"Oh that's good." I moaned "A nice tight ass."

"HAAA!" Tsubaki moaned as I started railing her from behind while Sona grabbed the girls waist and ass to lick deeper into the girl.

As I fucked Tsubaki I placed my hands on top of Sona's, both of us squeezing Tsubaki's plump booty as we made our allegiances through the girl. As I bucked my hips I could feel my balls swinging around, occasionally slapping against Sona's face. My breasts were also happily jiggling along with my ass which was clapping.

"Oh Tsubaki!" I moaned as my thick cock rammed her ass "Just orgasm already, I'm starving!"

"Ha...ha…Oh!" the girl moaned as Sona and I ate and fucked her holes "ha…AAAHHHHH!"

I felt Tsubaki climax and start leaking sexual juices and energy, Sona happily drank up the juices while I absorbed her energy, letting it flow into me and calm my aching hunger.

_I'm having to feed more and more frequently…not that I mind that so much._

Sona and I 'communed' through Tsubaki a few more times in order to assure the true nature of our partnership.

"This is going to be a fruitful partnership." I told Sona as we laid out on a bed.

I looked down towards the foot of the bed where Tsubaki was giving me a blowjob while fingering Sona.

"Yes…but what about the rest?" she asked.

"Oh don't worry." I smiled at her "I'll be taking good care of the rest of your Peerage too. Of course the same rules will apply to them as they apply to mine."

"Hmm?" Sona asked.

"All we be part of my meal plan." I told her "And I'll be the only cock in this henhouse."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias takes her Peerage to finally unify hers with Sona's.**

**Till Next Time!**

 


	20. Consumation- Sona's Peerage

_Italics indicate thinking_

* * *

**Rias' POV**

"RAH!" I growled.

"OH-OHHH!" Xenovia moaned as I railed her from behind "I-I-I'm-OHHH!"

"UGH!" I groaned as she climaxed and I feed off her energy while feeding her pussy with cum.

I pulled out of her, my cum pouring out of her freshly fucked snatch, I sat back on my bed, Xenovia still lying out twitching and moaning.

"Go get dressed." I commanded "Or we'll be late for our meeting."

"Yes of course." Xenovia stood up, rubbing her folds a bit as she walked off.

"Haa…" I sighed laying back a bit more "That was a nice snack."

"Rias." Akeno walked in "You should get ready yourself."

"I know, being late for our meeting with Sona would be terrible." I said walking over to my wardrobe and throwing the doors open "What to wear…I want to make a good impression on my future subordinates after all."

* * *

**Later**

"Hello Lady Rias." Tsubaki said opening the door for me.

"Hello to you as well." I said walking in, my underlings following close behind "Where is Sona?"

"At her desk as usual." Tsubaki said "Follow me, as soon as we discuss it with her we can begin with your proposal."

"Good." I nodded before turning to my group "You all wait here, I'll call you when it's time."

I followed Tsubaki down the hall, the sheer excitement of what was coming already had me shivering in my uniform.

"Sona." I walked up to my ally at her desk "Has everything been set up like I requested?"

"Yes of course." She nodded happily.

"Well let's get started then." I said as she stood up "I hate waiting."

"Of course." Sona said "Please follow me."

We walked down the hall and passed the entrance, I waved my hand as a signal for the others to follow us into Sona's living room area. Our heels clicked against the hardwood floor as we got into the room, Sona's whole peerage was in there, a half dozen or so women…and a boy.

"That won't do." I sighed taking a seat on the couch "Out of my sight."

I channeled some magic into my hand and zapped Sona's male pawn, Saji. The boy moaned as he ceased being male, growing long half blonde half brown hair, as well as two large breasts like Iris and a nice plump backside that ripped through her pants.

"Stunningly sexy." I smirked "Much better, wouldn't you agree Sona?"

"Yes." The girl nodded nearly drooling.

"Well than consider that my gift to you." I smirked snapping my fingers and discarding the clothes of every person in the room "Chop, Chop I'm waiting."

"All of you." Sona told her underlings "Take care of Rias, this is my will…her will as well."

They were all being so apprehensive, not moving towards me.

"Come now." I stood up and let my sexual aura radiate off me "Come to me."

I was jumped in an instant by Sona's underlings, the girls all gathered around me, rubbing and kissing my body all over as I sat back on the couch. They started grabbing at my breasts and crotch.

"Oh~" I moaned as someone took one of my tits into her mouth.

My subordinates came over and started pulling girls off me to have for themselves, leaving me with only Momo, the white haired bishop suckling on my heavy breasts.

"Enough of that." I pulled her head back by yanking on her hair "Blowjob, now."

"Mhm." She quickly nodded before taking my thick dick into her moist hole.

As the bishop started going down in me I took a chance to survey the room a bit. Sona was in the corner eating out Sable, that's what I decided to call Saji now, curiously enough Iris was sitting on the new girl's face, making her return the favor Sona was giving her.

Nearby Akeno and Tsubaki were both using strap-on dildos to fuck Yumi and Godiva respectively. Koneko was scissoring with Bennia while the three good church girls ravaged Reya and Tomoe. This left Aika and the kendo club pawns to finger Tsubasa and Ruruko.

"Quite the show." I hummed rubbing one of my breasts tenderly "I can already feel the energy in the room, you'll all fit in nicely."

I told Momo to stop sucking and had her sit in my lap. I slowly teased her body all over, kissing her neck, rubbing her thighs and nipples in my soft hands. It didn't take long to have her squirming and leaking juices all over my bare legs.

"I think you're ready." I smirked twisting her around so she was seated facing away from me "Now up."

"HMMM!" Momo moaned softly, lifting her behind up and sliding it down on my cock, letting the girthy shaft fill her walls.

"Yes that's it." I moaned a bit as she bounced on my cock.

I watched Momo's back, seeing her pure snow white hair swishing around as she hissed and ground while my cock rammed her. The room was filled with moans and sounds of pleasure as my alliance consummated our relationship, loving one another for my approval.

"HAA!" I heard Momo start hissing as she was rapidly approaching a climax.

"UGH!" I grunted at her tightness while I absorbed her sexual power.

I could feel the energy I fed off of flowing into me from around the room. I laid on the couch like it was a long throne, my peerage and Sona's all hanging close practically worshipping my form.

"Look at all of you, so desperate for my affections." I laughed stroking my cock "But just having a bunch of little wannabe devils around won't do much good…say Sona, why don't we pay your sister a visit?"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Time- Magic Succubus Girl Rias!**

**Till Next Time!**

 


	21. Breakdown- Serafall

_Italics indicate thinking_

* * *

**Rias' POV**

"Yes, I'm so excited." I said nibbling on my finger sexily "What about you Sona?"

"Yes, your revolution will start tonight." She said laying her head on my lap.

I ran my hand over the magic book that made me a succubus.

"It's all about to come to fruition." I smirked "Well Sona before we get started there's just a tab more prep work to be done."

* * *

**Later**

"Hngh?" Serafall groaned waking up.

"Good she's awake." I smirked.

"W-Where am I?" the higher devil asked.

"With us." Sona and I said.

The two of us were dressed in tight leather undergarments and thigh high boots.

"We brought you here." I said walking around the stocks the long haired girl was naked and locked into, bent over at the waist "We're going to play."

As I walked around I lightly smacked her bottom.

"HA!" she gasped "What are you doing, let me go!"

"Oh I don't think so." I said running my hands up her hips slowly before kissing her ass a butt.

"I heard Rias was being a naughty girl but doing this!" she flailed around trying to break out "You'll burn for this!"

"Let's them try." I whispered giving her clit a flick.

"HA Stop that!" she moaned "Sona help me!"

"I have no intention of any such thing." Sona walked over and hugged me, rubbing my crotch through my panties "Rias is the only one I need, she's a queen and you're in her way."

"You won't escape Serafall." I said violating her sister in front of the trapped girl "You'll be my prisoner till you break."

I stood before Serafall, rubbing her sister down, grabbing Sona's breasts and slipping my hand into the girl's panties.

"Oh and don't bother trying to ask Sona for help, she's wrapped around my finger." I smirked "Now Sona why don't we show your sister what she's got to look forward too if she won't give in to our demands."

"Yes Rias." Sona said getting on her knees in front of the locked up Serafall "You should surrender quickly sister, Rias will make you feel unlike anything else, it's pure pleasure with her."

Sona pulled her sister into a liplock. Serafall tried to pull away but with her hands bound and her neck restricted she was unable to pull away. As the two sisters kissed I got behind Serafall and started eating her out to get her wet for my cock in a bit. Serafall wasn't as tasty as I had hoped but she was getting slick and wet as Sona stopped kissing.

"Well why don't we begin the next step." I smirked getting my cock out and quickly slamming it into Serafall.

"HAAAA!" she moaned as I started fucking her "OHH!"

"Oh so tight!" I laughed as my cock spread her walls "Come on Sona don't sit this out!"

"Sis!" Serafall moaned "Come on, let me go I'll forgive you! You don't have to work with some freak like her!"

"Some freak…?" Sona asked "You think Rias is a freak…Well."

Sona pulled her panties off and a large dick sprung out "Than you must think I'm a freak too."

"Sona You….No."

"The Book." Sona stroked her cock "Made me so much sexier and stronger, even with this power I feel only for Rias now, you're not a sister to me Serafall, you are just another concubine to feed me hunger."

"Son-OM!" Serafall started to yell before Sona shoved her cock down her throat.

"Hahaha!" I laughed "Now this is sexy!"

I kept fucking Serafall from behind as Sona skullfucked her from the front. Serafall groaned and moaned between us as we made sure to overwhelm her with pleasure. My chest wobbled inside the confines of my leather bra, as I kept slamming into Serafall's soft ass I would occasionally smack it, making it turn raw red. Sona of course has her balls slapping against her sister's chin, making sure to fuck the girl good and get a nice sloppy blowjob.

"Oh yes, Oh…OHHH!" Sona moaned as she blew her load into her sister's mouth.

"UGH!" I grunted as Serafall orgasmed and made me cum inside her.

The energy leaking out of Serafall was happily swallowed up by Sona and I. We had our way with Serafall for a few more hours, making her drink our cum and even double penetrating her.

"So, will you give in to us?" I asked "Surrender you seat as a high devil to Sona?"

"Never." Serafall glared.

"Haa…very well." I said "why don't you stay and think about that for a while."

Sona and I left going back to my room for 'dinner'

* * *

**The Next Day**

"Good morning!" I smiled walking naked into Serafall's dark holding cell "So did you wisen up and decide to give in."

"No." Serafall said.

"Okay~" I rolled my eyes and stroked my cock in front of her "Still I think I should give you some breakfast."

I stood tall in front of Serafall, jerking off and rubbing my tits until I was getting rock hard and erect. My balls tingled as my body shivered all over and I blasted Serafall in the face with a load of hot cum. I turned around and started to go back upstairs, my ass shaking with each step.

"Hey!" Serafall yelled "You said you were gonna feed me!"

"Hmph." I smirked and turned around "I just did."

* * *

**A Few Days Later.**

"So any change today?" I asked Serafall who had been locked up close to a week now.

Her face had cum stains all over it, her ass was raw and her pussy had been fucked thoroughly."

"N-No." she shivered "I…won't give it to you."

"Come on." I pouted slapping her ass cheeks with my cock "If you just say yes I can service you every day you'll be my special little pet. I can see your resolve starting to weaken, every time I come in your eyes dart right to my cock, and I don't even need foreplay to get you dripping wet anymore."

I took a big lick of my pussy.

"OHHH!" Serafall moaned cumming on the spot from just one lick.

"Well why don't you think about it a little longer, I'll ask when I come back to feed you dinner, I'll be giving you an extra big meal tonight." I smirked gently stroking my cock.

* * *

**A few days later.**

"HMM!" Serafall squirmed in the stocks as I walked in, already drooling "Rias, CUM!"

"Someone's eager for breakfast." I smiled.

My cock only got a little close to her face before she craned her neck to suck my dick.

"Yes that's it." I rubbed the girl's head as she sucked me off "I think you've been thoroughly whipped, perhaps I'll let you out today."

Serafall looked up and smiled at me "Yes, yes!"

I unlocked the stocks and the second Serafall was free she jumped me and started riding my cock.

"Yes, Rias' cock!" she moaned "Big cock inside me!"

"You like this?" I laughed as she happily road me "You're queen's thick cock in your pussy?"

"Yes!" she moaned "Sera likes when Rias fucks her with her huge cock, she wasn't to suck it all day until she can't drink any more tasty cum!"

"Good girl." I cooed "Sona and I will make sure you get plenty of cum."

"Sona!" Serafall moaned "Sera like's little sis' cum too! She can't get enough cum in her! Serafall is your cum dumpster, feed her lots of cum!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- In order to get Sona in a position of power Rias seeks to assert her dominance of the other Leviathans.**

**Till Next Time!**

 


	22. Plotting- Katerea

_Italics indicate thinking_

* * *

**Rias' POV**

"Haa…" I sighed laying on the bed in just a thin see-through nightie.

"Is something the matter Rias." Akeno asked rushing in at the sound of my displeasure.

"Why won't they all just give in so things can go according to plan." I pouted.

"Are you referring to Katerea?" Akeno asked.

"Yes, she keeps stone walling my effort to have Sona take the Leviathan seat." I growled "How dare she stand in my way! I'll have to teach her a lesson."

"Fufufu." Akeno laughed "Of course, shall I go fetch her for you?"

"You couldn't do it alone." I said "Take Iris and Raynare with you…Serafall as well, I'm sure she'll beg you to fuck her first though."

"You say it as though it's a bad think." Akeno smiled.

"You're almost as bad as me." I laughed "Oh and send in some dinner before you go as well."

"I will." Akeno left.

I laid back on my bed, lazing around. Nowadays I don't do much. I go to school and then do one of four things, Eat, sleep, plot my plan, or fuck…and two of those, eating and sex, are the same for me. I usually get back from class and just lay about in my underwear on my bed, being waited on hand and foot by mine plethora of sexy servants, not that it's a bad thing, I'm am their succubus queen and hopefully soon, Queen of all devils.

* * *

**Later**

"OH RIAS!" Asia moaned as the rode my cock "HMM!"

Her moans were snuffed out as Murayama and Katase started making out with her in a three way kiss. I was laying down, thrusting my cock into Asia and my fingers into the snatchs of the two pawns.

"Take it." I grunted as Asia moved faster "Take my cock!"

I plunged my fingers deep into the Kendo girls and they started to spasm with orgasm as Asia moved to her limit and started shaking.

"OHHHAA!" she moaned letting her tongue flop around as she had an intense orgasm, satiating my hunger.

"Excellent." I said licking the girl's juices off my fingers "That was a wonderful dinner."

"Rias." Akeno swayed in as I kissed the three girls goodbye.

"Did you pick up my…package?" I smirked.

"Of course I did." She smiled "It's waiting for you downstairs."

"Wonderful." I clapped "I'll go get it now!"

I headed down the stairs to the basement and found just was I was hoping to see, Katerea tied up with Serafall standing over her. Serafall was naked except for the dog collar I but on her neck, the one that had a medal that said "Bitch #1" on it.

"Look at me pussy, it's so wet." Serafall said spreading her folds "Since I did good today I bet Rias will fuck it to reward me! I can't wait!"

"Get away from me you disgusting whore." Katerea growled.

"You're such a good girl Sera." I said walking up behind the grabbing her breasts and rubbing her pussy.

"What do you think you're doing, untie me at once!"

"I don't really feel like it." I smirked at Katerea "Now why do you keep resisting my plan, to what I told you and step aside so Sona can take charge."

"As if I'd let that little brat take over."

"But if you do that I'll reward you." I pouted "Like I did with Serafall."

"Please Rias, fuck Sera." The girl squirmed "She did good right, she earned cum right?"

"Yes you did." I said sliding right into her "Here we go."

"OHH!" Serafall moaned as I started fucking her.

"Look at this." I said fucking Serafall right in front of Katerea "She used to be resistant like you and now all she does is whimper and beg for me to fuck her all day long, she's become my sex slave."

"You monster." Katerea growled.

"You're just jealous I got this gift instead of you." I smirked thrusting into the loudly moaning Serafall "Oh and don't worry I bet you're getting so turned on by this sexy show, I'll be sure to fuck you if you let Sona take over."

"Don't you dare." She hissed.

"Let's show her Serafall." I said pulling out.

"Yes Ma'am!" Serafall cheered spreading Katerea's legs for me.

"OHHH-NOO!" Katerea moaned as I pushed my dick into her.

"Yeah that's sexy!" Serafall cheered holding the relatives legs wide while I fucked the busty devil "Don't leave Sera out."

"Show her how good this can be." I told Serafall.

"YEAH!" she cheered smothering Katerea's face with her butt, grinding her pussy against the girl's lips.

I kept fucking Katerea's tight cunt as Sera used her ass to pleasure the girls face.

"No fair." Sera pouted "She won't lick my pussy, does it not taste good?"

"She's just being resilient." I said "Don't worry her wall will come crumbling down shortly, then you'll get the pleasure you so desire."

I kept fucking Katerea, she was starting to squirm a bit and soon Serafall was moaning because her fellow Leviathan started to eat her out, licking at that pussy.

"OHHH!" Sera begged "That feels so nice!"

"I told you it would just take a little time." I smiled "Now you're getting what you wanted, a nice tongue fucking."

"HMM!" Katerea moaned from under Sera's ass.

"Oh I feel it, she's getting so close!" I moaned "I bet this one will taste so good!"

I gave a few more rough thrusts and then felt Katerea's pussy tighten around my cock, I sucked out her sexual energy and rewarded her with a heavy dose of cum.

* * *

**A few weeks later.**

"Rias."

"Oh Rias."

I smirked down and saw the two former Leviathan's licking my cock, Serafall and Katerea, both had collar's that said Bitch #1 and Bitch #2 respectively.

_I've spread my reach even farther now that Sona is the Leviathan…now to get myself into a position of power._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- While Rias plots Iris and Irina reconnect.**

**Till Next Time!**

 


	23. Friendly Bonding- Iris and Irina

 

 

 

_Italics indicate thinking_

* * *

**Iris' POV**

"YAAA!" I yawned waking up and stretching my arms.

I tossed the covers off, feeling the cool morning air run over my nude body. Rias wasn't here, no one was, I was by myself for the last night, I enjoyed the alone time…still like any normal night my thighs were sticky.

I stepped over to the mirror and looked at myself…my female body. I still couldn't belive I was a girl now, but…

I cupped my breasts and bounced them in my hands

"I look damn sexy."

I grabbed a towel and bounded off the shower, turning in on nice and hot before stepping in to get washed off. Feeling the water run down my body was great, one of the pains of being a girl is my long hair, it's so unruly to manage, I have to use shampoo, conditioner and like three other products so it looks good.

I love the shower…especially since we have a detachable showerhead.

"OHHH!" I moaned feeling the water gush against my pussy "FUCK!"

I turned off the shower and dried myself off. I panted a bit because I was still horny from my little excursion in the shower before heading back to my room, the feeling of the towel fabrind on my body, my hard nipples…so sexy.

I got to my room and dropped my towel, I pulled open my drawers and picked out an outfit for the day, when I became Iris Rias bought my a whole new wardrobe…she's incredible I'd do anything for her.

I threw on a lavender bra and matching panties before pulling a graphic tee and tight jeans over my curves, I brushed my long brown hair and tied it into a ponytail. I headed downstairs, my breasts bouncing with each step.

"Morning Iris sweetie." My Mom smiled.

"Morning Mom."

"You look cute today, meeting a boy?" she giggled.

"Just a friend Mom." I rolled my eyes "And a female one at that."

I headed outside, it was so strange to see my parents not knowing I used to be a male, Rias' magic was something incredible. I headed to the park, it was bringing back memories, bad ones…and good ones, without that day I wouldn't be like I am now, and Raynare was so submissive now, unlike when we met back then.

"You're late!" a voice said sounding pouty "I waited an hour for you."

"Sorry I overslept." I smiled walking up to Irina.

Recently Irina and I reconnected, it turns out we were friends as kids, well I thought she was a boy, and beck then I was a boy but now we were both clearly grown teenage girls.

"Come on let's shop!" she cheered.

"That's what you wanna do?" I asked.

"Come on it'll be a fun girls' day!" she cheered "Sides I need a cute new bra, my last one got torn up when we kidnapped Katerea."

"Fine." I said following Irina "I could use something new myself."

We walked to the mall and Irina dragged me through a few stores with her…it was kinda fun to relax and shop like this.

Finally we arrived in the Lingerie shop and Irina was running through the racks scooping up countless bras in our sizes, I was bigger than she was by a few cups.

"Try this on, no wait this one first!" she threw a red one with black lace trim at me.

"Okay relax." I laughed taking my shirt off "I don't even have my old one off yet."

I unclipped my bra and picked up the red one, I watched Irina change in and out of a few bras, she was incredibly beautiful, she had grown up into a great woman.

I placed my breasts in the cups and pulled it taught and tight, not too tight but just right to make the girls look good and round.

"Oh that's perfect!" Irina hugged me, grabbing my breasts through my bra.

"KYA!" I let out a girly squeak "What are you doing?!"

"I just had to get a feel, you're too cute!" she laughed "I just want you to myself."

"Huh?" I raised an eyebrow "OH!"

"I've wanted you alone for a while Iris." She said slipping a hand into my panties.

"Irina?" I moaned "S-Stop!"

"Rias encourages us to all play around with each other." She whispered "So let's play."

"HAAA!" I gasped as Irina's fingers entered me "OHHH That's the spot!"

"See." Irina kissed my neck "You like it."

I leaned into Irina, accepting her fingering. I turned my head and started making out with her, our tongues swirling as we started fucking in the dressing room of a mall store. Irina had wriggled my panties down and was going to town on my pussy, her fingers skillfully plunging into my folds, rubbing my walls.

"Harder." I moaned leaning on the wall as Irina fingered me "HARDER!"

"I'm doing my best." She said "This fingers are gentle not speed racers."

"I'm so close!" I moaned "Please…just…a…little…OHHHH!"

I threw my head back and let out a moan of ecstasy, my body shivering with need.

"Not so loud." Irina covered my mouth to quiet the rest of my moan "We don't need an attendant coming in here."

"HMM!" I nodded slowly and Irina pulled her hand away.

"Now I did you." Irina pushed me down against the wall.

Irina reached down and spread her pussy "Now you do me, we learned as kids you should share…and Rias taught me sharing pleasure is the best part."

I licked my lips before leaning forward and burying my face in Irina's pussy.

"OHH!" she let out a soft moan "That's good!"

I lapped up her juices, feeling the ones I missed run down my cheek. Irina was pushing my head into her pussy and moaning softly, just quiet enough for no one to hear. I plunged my tongue deep, running it around swirling it over her insides, rubbing her g-spot. Irina was picking up and ready to cum, so I swirled my tongue, leaned in and bit her clit softly.

"OHHHHHH!" she moaned spraying her juices all over my face.

"HMM!" I licked my lips clean.

"You missed a spot." She said running her tongue over my cheek.

* * *

**Rias' POV**

"Fufufu." I laughed sitting in bed.

I opened my eyes, having just used my powers to spy on Iris and Irina's little bonding session. They were so cute, I almost wish I had joined them.

"More wine Rias?" Yumi asked holding up a bottle.

"My glass is empty." I said gesturing "Fill it would you."

She poured the dark purple liquid into my glass and I placed it against my lips.

"You know fine wine tastes wonderful." I told Yumi swirling the glass "For a while I thought there was nothing better than a good red wine…but I've learned better."

"Hmm?" Yumi tilted her head.

"You see there is a fluid that tastes far better." I smirked "And you're looking like a fine vintage for this evening my sweet."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias grows somewhat board with her life of excess and heads to the Tennis courts to get a little exercise.**

**Till Next Time!**

 


	24. Beast Tamer- Kiyomi

_Italics indicate thinking_

* * *

**Rias' POV**

"Haa…" I sighed pulling out of Aika and laying on the bed.

"Something wrong Rias?" Akeno popped her head in.

_She's so attentive to me._

"I'm bored." I sighed.

"Pardon?"

"I said I'm bored." I told her "Doing the same thing every day, I'm growing bored with it, doing nothing but sleeping, having sex and being waited on hand and foot…it grows tiresome after a while, sides I think I'm starting to look a little…chubby."

"No you look perfect." Akeno smiled.

I sat up and tossed my hair over my shoulder.

"Prepare my outfit, tell Sona we're going to the courts."

* * *

**Later**

"HNGH!" I grunted smacking the ball back.

"RAH!" Sona whacked it back.

The two of us were on fire, smashing the tennis ball back and forth.

"Phew…" I sighed taking a break "I'm out of practice."

"Hmm." She nodded adjusting her skirt "Me too…but I enjoyed it, especially you bouncing around with the ball."

"Fufufu." I laughed pulling my top up "My old outfit is a little tight for my new body."

Since I had grown a bit after becoming a Succubus I had gotten bigger breasts that didn't quit squeeze into my top well, not to mention my skirt was riding high on my big beautiful ass.

"I had a feeling it was you two on my court." A voice said.

I looked back and saw a girl, long hair, nice curvy body with big tits, bit of a princess look to her.

"Kiyomi." I smiled "It's been a while."

"It has." She said swaying her hips and walking over "I hear you two are causing quite a stir."

"Well what have you heard?" I asked.

Kiyomi gave a serious look "That you two are planning a revolution."

"So that's what their calling it." I laughed "Yes it's something like that."

"We're going to take out rightful place at the top." Sona walked around Kiyomi, looking over her body.

"Yes…and our version of the world will be so much better." I joined her in surrounding Kiyomi.

"You two." She tried to back up but bumped into Sona's chest.

"There'll be no more war." I said smashing my tits around Kiyomi's head, snuffing her in-between Sona and I "Only Pleasure."

"HMMMH!" Kiyomi moaned as Sona and I hugged our friend.

Sona and I started feeling Kiyomi up, grabbing her big tits and rubbing my crotch against her ass.

"I've been dreaming about making you mine for so long." I whispered.

I reached up her shirt and into her bra where I played with her nipples.

"Oh what's this?" I smiled pulling one of her tits out "Inverted Nipples."

"HAA!" Kiyomi moaned as I pushed my fingers into her nipples.

"This hole is good too." Sona said sliding her fingers over Kiyomi's slit.

"GAAAA!" Kiyomi screamed in a moan.

I waved my hand and made my clothes disappear as I kept rubbing Kiyomi's body, squeezing her fleshy tits till her nipples grew hard and peaked out of their little hiding places. Sona was fingering Kiyomi and the beast tamer moaned and leaned back into me.

"HMMM!" I leaned around and kissed her lips, swirling my tongue with hers, grabbing her tits all the while.

I laid back and had Kiyomi sit in my lap as I kissed her and Sona jerked off to us. I felt my dick getting harder by the second and rubbing my cock against her dripping pussy. I moved Kiyomi around and slid into her, started to fuck her.

"Sona, over here." I demanded.

"Yes." She walked over and stuck her cock out.

I leaned forward and took her into my mouth, bobbing my head to suck her cock as I bounced Kiyomi on my cock, her hefty tits smacking up and down.

"RIAS!" She gasped "OHHH!"

Sona was moaning as I sucked her cock, expertly swirling my tongue over the shaft, caressing each slight bump and side of her dick. I was getting even harder as I fucked Kiyomi, slamming my thicker cock into her, my nipples got rock hard on my tits as I started to thrust faster and faster.

"MMMM!" I hummed and moaned against Sona's cock, pushing her to her breaking point.

"GAAAAAHHH!" she moaned blasting cum into my throat.

I happily gulped it down to energize myself for my final push. I spat Sona's now flaccid cock out and focused on fucking Kiyomi, my cock was hugged by her tight walls and I felt her getting unbearably tight.

"HAAAAAAA! RIAS!" she screamed orgasmic and refreshing me with her energy.

"OHHHH!" I moaned softly as I gradually shot out ropes of spunk that filled her up.

"You'll support my revolution won't you Kiyomi?" I whispered.

"Yes…anything for you Rias." She whispered "GAH!"

Wings ripped out of her back.

"Wonderful, you'll make a great pawn."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias has another guest who wants into her Revolution.**

**Till Next Time!**

 


	25. Rebirth- Ravel

_Italics indicate thinking_

* * *

**Rias' POV**

"Hmm…" I felt Aika and Asia kissing my neck.

I looked forward and the blonde girl in front of my bed.

"Say again?" I smiled seductively at her.

"I said I want to help you." Ravel Phoenix told me.

"Why?" I asked as two of my peerage stroked my cock and breasts in front of her.

"Because you need me, someone who you trust in the Phoenix seat." She said taking her dress off and standing before me in just her underwear "That first time with you, I still can't get it out of my head, I'll give you myself just please…a major change is coming and I want to be on your side when it happens Rias."

"Why should I trust you instead of Riley, she's not still holding a grudge about me making her into a woman is she." I laughed.

"Actually yes she's very bitter, the bitch." Ravel grumbled "She's not very happy about her new body so there's no way she'll help with your takeover. But if you make sure I'm the one in charge, I'll side with you for the new world order."

"Well you're deal sounds promising." I smirked rubbing the asses of the two friends beside me "Come, I'll but you through you paces to make sure you can handle aligning yourself with me."

Ravel perked up before jumping on the bed and crawling up to me. I placed my hand under her chin and started slowly kissing her. Asia and Aika slide off and started stripping Ravel as I made out with her. I felt her cupping my large breasts and moan as Aika and Asia spread her ass cheeks and started licking her pussy and butt hole. I felt them also tease my cock before they got both myself and the Phoenix lubed up. I slid my cock right in and started fucking the younger devil, my much sexier body ravaging hers. I reached back and grabbed Ravel's cute ass, giving it strong powerful thrusts as I felt myself getting teases by her velvety insides.

"OH Rias!" she moaned "Please, more, I want more!"

"HMPH!" I smirked fucking her harder "Yes I'm enjoying this too, perhaps you are the help I need."

"Please, anything you need!" she screamed "Fuck my pussy, my ass, my mouth, anything to please you!"

"Girls." I looked at Asia and Aika "Get out."

"But Lady Rias."

"I said out." I glared as I kept fucking Ravel "This is a private mater from here on."

"Yes." The both bowed and left.

"Why did you-OH-send them out?" she asked as I stretched out her pussy.

"If you'll be taking the seats around my soon to be throne like Sona, you'll need special powers like Sona and I." I smirked "Oh…get ready, we're going to christen our new partnership you sexy bird!"

"Ha…HA…HAAAAAA!" Ravel screamed as the air heated up from her powerful fire based magic.

I absorbed the spicy energy from her, feeding my inner succubus hunger. Once I returned the feeding by filling Ravel with cum I pulled out and had her lay on the bed next to me.

"What is it you need from me?" she asked.

I walked over to the side of the bed and pulled out a trunk, I unlocked it with my magic, I was the only one with the key to this trunk, for it was where I kept the Succubus Book. I opened it to a page and told Ravel to join Sona and I as Succubi.

"OHHH!" she moaned as the book glowed in her hands "Oh…Oh it feels…INCREDIBLE!"

She screamed as her breasts grew a few cup sizes her ass rounded up more, her flaming phoenix wings turned a dark black hell blaze and her pussy quivered, a thick cock growing above it.

"HMMM!" Ravel moaned stroking her cock as she finally became a succubus "I see why you love this body so much."

"Indeed, I expect you to follow me no matter what." I said "We may both be Succubi but I am the superior, the queen here."

"Yes of course." She licked her lips "Anything you want Rias, I'll do it, but first…I'm starving."

"You were good but I'd like some more too." I smirked laying on the bed "Anyone you'd like?"

"How about Iris, she's a cutie." Ravel drooled.

I reached over to my phone "Akeno send up Iris and Godiva would you…yes, thank you."

We waited a few moments before the two former boys walked in, Ravel and I both pointed at our cocks and they got to work. Godiva took my cock into her mouth and Iris started titfucking Ravel's grithy dick. Godiva soon mimicked her friend, wrapping her monster hooters around my dick. The two girls spit to lube up their cleavage and milk our dick. Ravel was moaning forcefully, experiencing pleasure through her penis for the first time. I grew tired of just the tit fuck and pulled Godiva up, having her ride me while I started making out with Ravel. She pulled Iris up and started fucking her, the two of us looked like a mirror, both with busty girls riding our cocks as we kissed. Iris and Godiva started kissing as their tits slapped around and they rode us hard.

"Oh…Oh…RIAS!" Godiva moaned cumming with the rest of us.

We all moaned and I started pulling Godiva off. I threw the doors to my room open and summoned every girl in my harem to me. My bed filled with bodies as we kissed and fucked, my cock sliding in hole after hole. Ravel and Sona joined me, we all were loving the sensations around us as nipples pressed into skin, asses clapped together, the girls without cocks shared dildos and fingered each other when we weren't fucking them.

"Yes…wonderful." I sighed as Ravel and Sona sat beside me, I had my arms around their shoulders, grabbing their big tits.

Down below me Akeno and Irina were licking my cock together and around the bed girls were either passed out or frozen in climax.

I heard my phone buzz and I answered it.

"Oh hello Big Brother." I smirked.

"Rias, I know you planning something." He said.

"Whatever do you mean." I smirked as my cock was sucked while I was on the phone "Don't you see, changes are coming, my time is almost near, you won't be able to handle what I have."

"Your era is bygone, my era of perpetual sex and pleasure with me at the top…it's almost here." I smirked.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you like to see in the future.**

**Next Time- The Beginning of Rias' preparations are delayed when Koneko goes into heat, fortunately Rias brings in an ally to help bolster both her ranks and Koneko's strength.**

**Till Next Time!**

 


	26. Kitty Cats- Koneko and Kuroka

_Italics indicate thinking_

* * *

**Rias POV**

"Hmm?" I looked up when I heard my door creak open.

Koneko was standing there staring at me.

"I didn't summon you." I told her "You know it's very rude to enter a room without asking, especially my room, I should really punish you."

Koneko said nothing and jumped from the door to my bed and grabbed my breasts before looking into my eyes.

"Fuck me…" she growled.

"OHHH MY!" I gasped as she slammed her ass down and started riding me, her kitty tail swishing and her ears twitching.

Koneko moaned and rocked faster and faster.

"More…HARDER!" she begged!"

"You're hot inside, have you already had sex today?" I asked.

"Sona…Ravel…nothing is satisfying!" she moaned her cute ass bouncing "I need more!"

"I see." I grabbed her ass tightly as I fucked her "I'm sure we'll figure something out."

I kept thrusting my fat cock into her pussy, Koneko was pawing at my large breasts with her dainty little fingers, she was getting wetter and wetter by the second producing more juices to ease my fucking of her. My balls tingled happily as my dick was milked by the catgirl's tight snatch.

"R-Rias!" she moaned "I'm…OHHH!"

My Rook started cumming forcefully and I groaned as I came with her, pumping my cum into her pussy. I was happy to have fed off her but when she impatiently was ready for round two I figured something was up, if she already had sex with Sona and Ravel she shouldn't be this horny still after fucking with me.

"Haa…" I sighed as Koneko sucked me off and I picked up the phone and dialed.

"I hadn't expected to hear from you so soon." The voice on the other side of the line said.

"I'm not in the mood for games Kuroka." I said sternly, letting out a quick moan due to the blowjob I was receiving "Koneko is in some kind of heat."

"Well that's natural." The girl's sister said "I mean she's at that age."

"I told you no games." I groaned.

"HMMM!" I held the phone up to the sounds of Koneko forcefully sucking my cock.

"She hasn't stopped this for hours, now I'm planning big things and I can't have one of my most important underlings unable to fight because she has her lips wrapped around my dick, now tell me how to fix her."

"I suppose I could help you." She said "but I'll need a favor in return."

"Hmm?" I asked.

"Your little war, I'd better have a spot on your side when this is over." She said slyly.

"I suppose I may look the other way in return." I agreed.

"Wonderful, I'll be there in a bit, leave the light on for me." She laughed.

* * *

**Later**

"You weren't kidding she's feisty today." Kuroka laughed watching her sister still sucking me off.

"As much as I love sex this is getting ridiculous." I said "She's been at it for almost an hour, that can't be healthy for her or my precious cock."

"Yes I suppose so, she must have a high tolerance if all that can't end her little peak." Kuroka said "Normally it only takes one or two times to calm a Nekomata out of her heat, if she's still going after all this time Koneko must have especially high skills, I'm so proud."

"Can you stop her or not?" I asked.

"Of course just keep on fucking her and she'll calm down." Kuroka said lowering her kimono "I'll even lend you a hand, mostly because I want to see why everyone things you're so special."

"Come here." Kuroka pulled Koneko off and hugged her into her soft tits "Take a rest on sissy's big soft chest."

I joined her and smashed my hefty breasts into the back of Koneko's head. The youngest girl moaned and rubbed out fleshy bodies, tickling our round busts and licking our nipples with her scratchy tongue. I moved her a bit and slipped my cock into her pussy and started fucking her slowly. Koneko moaned between on breasts as Kuroka rubbed her sister's pussy while I fucked her. Koneko's tail swayed around and smacked against my face as I bounced her on my waist. I felt my large backside rubbing against the bed and readied myself to cum inside the girl.

"Yes…yes…OHHH!" I moaned cumming inside of Koneko.

"HAAAA!" the girl squirmed around on my cock, finally achieving her intimate climax "OH…yes…finally."

"Problem solved." Kuroka clapped "Although having that happen every few weeks will be annoying, still since I helped."

The other catgirl pounced and mounted herself on the end of my cock.

"OHH I think I should get a reward."

"You're a sly one." I smirked as I started thrusting to match up with her movements.

I felt Kuroka purr as she hopped up and down, her breasts bouncing. My own large chest was happily rolling on my body, jiggling softly, Koneko got back up and started rubbing them. Having sex all day was really doing a number on me, I was so full of energy that just the slightest touch of Koneko's tongue on my nipples was pushing me to the brink of cumming right then and there.

"HMM!" Kuroka moaned getting off my cock "Come here sister, let's show Rias our ultimate attack."

"Nya." Koneko purrs joining her sister at my feet.

The two started picking up and down my length, teasing my cock and balls. In the meantime, I rubbed my large chest and moaned as they licked up and down my shaft, it felt so intense, their scratchy tongues caressing the length of my cock. The two took turned bobbing up and down on my rod, sucking like master's to enhance my pleasure.

"Yes…oh that's the spot." I moaned as they twirled their tongues over the bulbous head of my cock "I'm…I…OHHHAAAA!"

As I started cumming all over the two sisters I felt power well up inside me, I kept moaning and cumming as it burst out forcefully. The power rushed through my body, making my large breasts grow even bigger, my ass quaked as it got thicker and my cock lengthened and grew more thick with size, even my naturally high magic power skyrocketed to a new level.

"OH…oh yes. My third Ascension" I moaned rubbing my massive watermelon sized breasts and large dancer sized ass "This is wonderful, I can't wait, the end is almost here!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias adds the final piece to her puzzle in a Second Rook.**

**I'm going to announce now that this series only has about 3 chapters left till I reach a point I'm ready to end the story at.**

**Till Next Time!**

 


	27. Final Piece- Rossweisse

 

_Italics indicate thinking_

**NOTE: I'm not very big on Rossweisse so this is just a quick chapter to move us on to the final two chapters.**

* * *

**Rias' POV**

"Excellent Akeno, she's beautiful, she'll make a wonderful final piece to my army." I said.

"I thought you would think so, and she's already willing to help us." Akeno explained seeing herself out.

"So." I looked at the girl with long gray hair "Rossweisse are you sure you're ready to join us, I for one will be happy to have you but I'd prefer if you did this of your own will."

"I know that this is the right choice." She said "Whatever you need I'll give it to you."

"Wonderful." I stroked my cock "Come to me my dear, let's seal this the proper way."

The Valkyrie crawled onto the bed, gradually ditching her clothing before starting to slowly kiss me. I accepted her sign on affection and kissed her back, slowly rubbing her breasts at the same time. Rossweisse started to gently stroke my cock in response to my teasing.

I moaned in pleasure and started to rub my breasts to enhance my feelings, flicking my nipples to make myself moan even more. Rossweisse stopped stroking and started sucking, bobbing up and down quickly. Clearly she had some experience and wasn't holding back on showing me what she was capable of, the way she sucked and swirled her tongue was like a professional cocksucker. I kept on rubbing my tits, shaking the melons softly to turn myself on more. In Rossweisse mouth my dick was throbbing with need, twitching with anticipation as I tried to hold back my urge to fill my soon to be Rook's throat with my thick cum.

"Hmm, yes…UGH!" I grabbed Rossweisse's head and forced my cock to be deep throated, the girl gagged as my spunk filled her mouth and throat, some even slipping into her sinuses and dripping out her nostrils.

I wasted no time pulling the girl up onto my cock and having her ride it. Rossweisse was happy to comply, slamming her ass down on my cock. My thick rod slid in and out of her, the force of her movements made my breast jiggle rapidly in response to the momentum. I loved the feeling of this new lover making my body shake. Rossweisse kept riding faster and faster, I felt her pussy twitching and my cock doing the same, we were both about to break.

"HA…ha…HAAA!" Rossweisse climaxed, wings bursting from her back as she finally became my devil underling.

"Good…" I absorbed the sexual energy floating in the room "I'm ready…it's time."

* * *

**Later**

"Ladies." I said standing before my peerage and Sona's, Sona and Ravel at my side "My time has come, tomorrow we wage our war on hell so that I may take my rightful place as a queen of the underworld."

"YEAHH!" the all cheered.

"Leave the big fish to the three of us." I gestured to my fellow Succubi "You deal with the smaller ones, Kuroka will let us in and after that, trust that a world of pleasure awaits you."

I turned around in my tight leather bondage mistress outfit.

"Come my lovers, let us make our mark on history."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Rias proves just how manipulative she can be by going back on an old promise.**

**Till Next Time! Only Two Chapters Left!**

 


	28. Backstabber- FemMillicas

_Italics indicate thinking_

* * *

**Grayfia's POV**

"Where is he?" I was running around the castle looking for my son.

I had checked the lobby, my room, everywhere he should be except one, his own room. I was nervous, Rias and her army had started their push to take over the underworld and they were moving fast and dispatching of resistance with no mercy. I had to find Millicas before she got her dirty hands on him.

"Millicas!" I called throwing the doors of his room open.

"Sorry he's not here right now." A sultry voice said.

"Dammit." I hissed as I saw Rias sitting on the bed "What are you doing here?"

"I can't say hello to family?" I smirked.

"We had a deal." I said "I…did things with you in exchange for you leaving Millicas alone."

"I know, and now it's time for you to affirm that deal." She said stroking her penis "Come here Grayfia."

Worried about the safety of my family with this sexual demon on the prowl I got on my knees before her and began to lick her penis. I coated the shaft with saliva before starting to suck on her, bobbing my head up and down slowly, my tongue caressing her shaft. Rias was rubbing my head and using her magic to melt my clothes off while she smacked her tits around.

"Use your boobs to stroke the shaft." She said.

I once more complied and lifted up my large breasts, wrapping them around her thick cock, using my saliva as lube I began to titfuck her. Rias groaned and I started sucking faster, the last thing I wanted was her getting angry.

"Ugh…Ugh…UGHHH!" she groaned cumming and filling my mouth with her semen.

"Don't spit it out." She smirked "You'd better swallow every drop."

***GULP!***

I swallowed all the cum, the salty fluid sliding down my throat. I coughed a bit before Rias instructed me to mount her cock, I sat in her lap and slid down the length, feeling it spread my insides. I slowly rocked my hips and started riding her. Rias was licking and kissing my breasts as I felt her sliding in and out of my motherly womb. I tried to resist but I kept moaning from her fucking.

"Yes that's it." She moaned "Good, keep it up."

I kept shaking my hips, making sure to milk her cock for all it was worth trying to make her cum quickly so I could be done with this. My pussy was heating up as I started to approach my orgasm.

"OHHH!" I threw my head back and started cumming.

"OUF!" Rias groaned blowing her load inside me.

"Are you done?" I asked.

"Oh no we're just getting started." She laughed throwing my off and tying me to the bed with magic chains.

"What is this?!" I hissed trying to break free.

"Just a little encouragement to make sure you stay and watch the show here." She smirked "I have something I'm just dying to show you. Oh Millie."

A girl walked in, she was barely five feet tall, she had burnt red hair tied into pigtails and two large breasts that looked like they should be weighing her down, she was sexy, a little big breasted loli.

"MHHMM!" the girl squealed as Rias grabbed her large breasts, twisting her nipples and digging her fingers in, at the same time sliding her hand down to rub the girl's clit.

"What do you have to say?" Rias smirked at me.

"HMM!" the girl moaned leaning into Rias "Do you like me now Mommy?"

"You bitch!" I snapped "We had a deal!"

"Fufufu." Rias laughed "Oh that…I lied. I deicded Millicas would be much happier in my new world as Millie, she's so cute don't you think a really sexy little thing."

"HMM!" Millie licked Rias breasts "Rias…I'm so horny!"

"Stay away from her!" I snapped.

"Why would I Mommy?" she asked "Rias treats me so good, she makes me feel so good inside, I just want to stay with her forever."

"That's right you do." Rias smirked at me in a taunting manner "Why don't you show your mother just what you can do Millie?"

"Yeah!" she got on her knees and slapped her breasts around Rias' cock, bouncing her big bosom up and down.

"Stop it!" I yelled.

"Oh don't you complain." Rias laughed "Just sit there and watch, watch me fuck your son turned daughter! Watch me as I move one step closer to my final victory, and when I achieve that I'll make sure I break you Grayfia, I'll make sure you know your place, you belong as my slave, on your knees sucking my cock! OHHH!"

Rias pulled out and smacked her cock on Millie's face before blowing her load and covering the girl in cum. The young girl was happy with her cum shot, turning to smile at me as semen dripped down her face.

Rias aggressively grabbed Millie and started carry fucking her, slamming into the girl's pussy. Millie was bouncing her body around, screaming in pleasure as Rias fucked my daughter in front of me. Millie kept looking at me, showing a face of pleasure, she was seeking my approval of her fucking. I was struggling to break free, the uncomfortable feeling of my loins heating up and getting wet only made it more awkward.

_I can't possibly…be enjoying this, watching my son get turned into a girl and get fucked?_

"Don't you see." Rias smirked as she slammed Millie into a wall "This is the future I'm going to create, one where everyone is a woman worshipping me, there'll be no more war, everyone on heaven, earth or hell will live only to please me! OHHHAAA!"

Rias started cumming inside Millie, the girl screeching with pleasure. Rias only smirked at me as she feed off the pleasure in the room.

_It's not possible Rias she's gotten so powerful, so enigmatic…her charisma draws everyone to her and those who resist are broken by her magic power…she's unstoppable._

"Both of you get up." Rias threw her hair over her shoulder "It's time for me to claim my throne."

Millie quickly jumped up and skipped after her, the large breasts bouncing around.

"So Grayfia?" she looked at me "Are you coming?"

The chains around my body vanished and I sat up.

_There's no hope…she can't be stopped._

I stood up and lowered my head "Lead the way…Mistress."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest what you want in the future.**

**Next Time- The Final Chapter: Rias take control and attains true Succubus power.**

**Till Next Time!**

 


	29. Finale: Queen of Hell

**Rias' POV**

"Out of my way!" I blasted a guard away.

With no one left in my path I stormed in and took sight of the battlefield I was reigning victorious over. My troops were swarming in the others unable to handle the strength they had from working with me. Sona and her peerage were happily taking no prisoners, as I had instructed, anyone who wouldn't comply to my demands should.

"OHHAA!" I heard moaning and saw that Ravel was fucking Riley, making it know that she was taking of the Phoenix clan now.

I swayed my way down the halls watching as my underlings had their way with various soldiers, ushering in my era. Aika was riding the cock of some guard and Asia was eating out another woman. Yumi, Irnia and Xenovia were all playing with each other as they moaned. Godiva was feeding off some guards while Rossweisse spanked her fat ass.

"Hmph." I saw Akeno following me "News?"

"Your brother has been captured by Iris, Koneko and Kuroka." Akeno said "We've successfully taken control of hell."

"Wonderful." I said entering the throne room "Let's make this official!"

Inside most of my peerage had gathered around, all my underlings present, I made sure my brother was dragged in to watch as I made my claim on the throne. I touched the metal with my fingers before plopping my fat ass down on the cushion.

"Yes…this is where I belong." I laughed "Come now, Celebrate my coronation as Queen!"

"HMMHHHMMM!" everyone moaned and started climbing into a pile to kiss and finger each other as I watched.

Yumi was fingering herself as Aika crawled over to lick her pussy at the same time. Iris and Asia were scissoring, rubbing their tight pussies together. Kuroka was getting eaten out by Murayama and Katase. Kiyomi was spanking Rossweisse as she had her breasts licked by Koneko. Akeno had Irina, Xenovia and Godiva with her as she sucked Sona's cock, even Sona's peerage was watching the show, and finally Grayfia and her newly made daughter were 69ing.

I casually stroked my cock to the sight feeling myself get turned on, my slaves Serafall and Katerea were both licking my cock and balls, their tongues gliding over my fingers.

"Look at this." I smirked at my brother "Your sister getting her big fat cock sucked. Don't look so sad, in my world pleasure awaits you."

I raised my hand and zapped him, her groaned as his hair lengthened, two large round breasts like Godiva's grew on his chest and I felt his pathetic manhood melt away.

"Come to me Zessica." I hypnotized her "Come let your sister fuck you."

The girl complied and sat in my lap, sliding down on my cock. As she rode me I shoved my head into her tits and motor boated her, teasing her nipples with my tongue. Her pussy was so tight, pumping my cock for cum. I squeezed her plump ass, digging my fingers into the flesh, I was moaning furiously as the sexual energy of my army filled the room.

"Yes…yes…OHHH YESSS!" I moaned cumming in my now older sister.

"RAAAH!" I threw the girl off as I absorbed more and more power "Yes, YEESSS!"

My chest quaked and the leather dominatrix top pulled tight as me breasts grew larger, my ass thickened up and my cock lengthened.

"UGH!" I groaned as the leather top ripped and my titanic tits spilled out "YESS THIS IS POWER!"

I sat back in my throne, my ass filling the seat, my army bowed to me like a Queen.

_Yes…this is my true destiny._

* * *

**A Few Months later.**

"Fufufu." I laughed nibbling my finger and watching Iris and Grayfia fuck.

I was seated on my throne wearing a tight leather dress that hugged my hips and showed a deep valley of cleavage, the dress tied off behind my neck so it even lifted my big tits up nice and tight.

In my hand was a bundle of thick metal chains, those chains connected to collars around the necks of my three slaves, Bitch One: Serafall, Bitch Two: Katerea, and Bitch Three: Zessica, all three of them were mind broken sex slaves that lived only to serve my needs.

"Irina." I leaned on my hand while watching the sex show before me "How goes our campaign to conquer Heaven?"

"Well Queen Rias." She bowed "Most of the remaining residents of that land have either surrendered to you or are fleeing, fear not we'll track them down and make them see the love you can show them."

"Good." I smiled and licked my lips "And the annexation of Earth?"

"Almost fully complete." She said "The humans are being subjugated as we speak. They've all resigned themselves to your apocalyptic rule."

"Wonderful." I leaned back "Irina…who am I?"

I smirked at her.

"OHH!" she kissed my neck and took a handful of my big tits "You're Rias Gremory, Queen of Hell, Conqueror of Earth and Heaven, the one true Succubus."

"Yes…yes I am!" I laughed "MWAHAHAHAH! Everything in existence, is my plaything! There is no resistance, no war, only those who seek my pleasure! I AM A GOD!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**That's it for this story. So in the end Rias conquered existence and became a Succubus Goddess that rules everything and uses it for her pleasure. I had a lot of fun writing this story. So rarely do I write a Futa Protagonist who's proactive, vindictive, dominating and scheming like Rias so it was a ton of fun to experiment with it. It was a lot of fun too to take Rias, a normally kind character in the source material, and turn her into a bit of a bad girl, who am I kidding in this story Rias was pretty much straight up evil, but I think Evil Rias was fun to write about.**

**I hope you enjoyed the story, consider checking out some of my other works!**

**Till Next Time!**

 


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